-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, TqUlt3fvBO/8Iq4wiEIxtIb74nLb9F+z7Jnr07wH3VoeMVzdgMwsyO4RtVg/9CFJ yFiUXUH3KlNtmSoD57rqYw== 0000950120-94-000030.txt : 19940526 0000950120-94-000030.hdr.sgml : 19940526 ACCESSION NUMBER: 0000950120-94-000030 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19940525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST NATURAL GAS CO CENTRAL INDEX KEY: 0000073020 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 930256722 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-53795 FILM NUMBER: 94530264 BUSINESS ADDRESS: STREET 1: 220 NW SECOND AVE CITY: PORTLAND STATE: OR ZIP: 97209 BUSINESS PHONE: 5032264211 S-3 1 FORM S-3 OF NORTHWEST NATURAL GAS COMPANY REGISTRATION NO. 33- ----- -------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- NORTHWEST NATURAL GAS COMPANY (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) OREGON 93-0256722 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.) INCORPORATION OR ORGANIZATION) ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209 (503-226-4211) (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) -------------------- ROBERT L. RIDGLEY PRESIDENT AND CHIEF EXECUTIVE OFFICER ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE PORTLAND, OREGON 97209 (503) 226-4211 BRUCE R. DEBOLT ROBERT G. SCHUUR, ESQ. SENIOR VICE PRESIDENT, FINANCE, REID & PRIEST AND CHIEF FINANCIAL OFFICER 40 WEST 57TH STREET ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE NEW YORK, NEW YORK 10019 PORTLAND, OREGON 97209 (212) 603-2000 (503) 226-4211 (NAMES, ADDRESSES, INCLUDING ZIP CODES, AND TELEPHONE NUMBERS, INCLUDING AREA CODES, OF AGENTS FOR SERVICE) -------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO TIME AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE. IF THE ONLY SECURITIES BEING REGISTERED ON THIS FORM ARE BEING OFFERED PURSUANT TO DIVIDEND OR INTEREST REINVESTMENT PLANS, PLEASE CHECK THE FOLLOWING BOX. /__/ IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF 1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST REINVESTMENT PLANS, CHECK THE FOLLOWING BOX. /x/ __ -------------------- CALCULATION OF REGISTRATION FEE --------------------------------------------------------------------------- PROPOSED MAXIMUM TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM AGGREGATE AMOUNT OF OF SECURITIES TO TO BE OFFERING PRICE OFFERING REGISTRATION BE REGISTERED REGISTERED(1) PER UNIT(1) PRICE(1) FEE(2) ------------------------------------------------------------------------- FIRST MORTGAGE BONDS COMMON STOCK TOTAL $60,000,000 $60,000,000 $20,690 ------------------------------------------------------------------------- (1) INFORMATION AS TO EACH CLASS OMITTED PURSUANT TO GENERAL INSTRUCTION II(D) TO FORM S-3. (2) CALCULATED IN ACCORDANCE WITH RULE 457(o). -------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. --------------------------------------------------------------------------- SUBJECT TO COMPLETION, DATED MAY 25, 1994 PROSPECTUS ---------- NORTHWEST NATURAL GAS COMPANY FIRST MORTGAGE BONDS COMMON STOCK __________________ Northwest Natural Gas Company (the "Company") intends from time to time to sell of its First Mortgage Bonds (the "New Bonds") and/or Common Stock (the "New Common Stock") (the New Bonds and the New Common Stock being collectively referred to herein as the "Securities") in any combination at an aggregate initial offering price not to exceed $60,000,000. The Securities will be offered at prices and on terms to be determined at the times of sale. For each issue of the New Bonds for which this Prospectus will be delivered, there will be an accompanying Prospectus Supplement that will set forth, with respect to such issue, its series designation, the aggregate principal amount thereof, the terms of the offering, its maturity date or dates, its interest rate or rates, the interest payment dates and the date from which interest will accrue, whether all or any portion will be issued to a designated depositary, its redemption provisions, if any, and any other specific terms. For each issue of the New Common Stock for which this Prospectus will be delivered, there will be an accompanying Prospectus Supplement that will set forth the terms of the offering. The Common Stock is traded in the over-the-counter market. Its price and volume data are reported on the National Association of Securities DealersAutomated Quotation (NASDAQ) National Market System using the symbol "NWNG". The sale of one of the Securities will not be contingent upon the sale of the other. __________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The Securities may be sold directly by the Company or through agents designated from time to time or through underwriters or dealers. If any agents of the Company or any underwriters are involved in the sale of the Securities in respect of which this Prospectus will be delivered, the names of such agents or underwriters, and the initial price to the public, any applicable commissions or discounts and the net proceeds to the Company, or the means of determining the same, will be set forth in an accompanying Prospectus Supplement. The Company may indemnify agents and underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. See "Plan of Distribution". The date of this Prospectus is , 1994. Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance therewith, files reports and other information with the Securities and Exchange Commission. Reports, proxy statements and other information filed by the Company can be inspected and copied at the public reference facilities of the Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the following regional offices: 7 World Trade Center, 13th Floor, New York, New York 10048, and Northwest Atrium Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies of such material can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE There are hereby incorporated by reference in this Prospectus the following documents heretofore filed with the Securities and Exchange Commission: (1) The Company's Annual Report on Form 10-K for the year ended December 31, 1993. (2) The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1994. All documents filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. THE COMPANY HEREBY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS SHALL HAVE BEEN DELIVERED, UPON WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS WHICH HAVE BEEN OR MAY BE INCORPORATED IN THIS PROSPECTUS BY REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS, UNLESS SUCH EXHIBITS SHALL HAVE BEEN SPECIFICALLY INCORPORATED BY REFERENCE INTO SUCH DOCUMENTS. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO NORTHWEST NATURAL GAS COMPANY, SHAREHOLDER SERVICES DEPARTMENT, ONE PACIFIC SQUARE, 220 N.W. SECOND AVENUE, PORTLAND, OREGON 97209, OR BY CALLING THE FOLLOWING NUMBER: 503-226-4211. THE COMPANY The Company, which was incorporated under the laws of Oregon in 1910, distributes natural gas to customers in western Oregon and southwestern Washington, including the Portland metropolitan area. Gas service is provided in 95 cities and neighboring communities in 16 Oregon counties, and in nine cities and neighboring communities in three Washington counties. The Company's service areas have a population of 2,600,000, including about 78 percent of the population of the State of Oregon. The Company's executive offices are located at One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209. Its telephone number is 503-226- 4211. Oregon Natural Development Corporation, a wholly-owned subsidiary, is engaged in natural gas exploration, development and production in the western United States and Canada. NNG Financial Corporation, another wholly-owned subsidiary, holds financial investments as a limited partner in four solar electric generating systems, four windmill projects and a hydroelectric project, all located in California, and in a low-income housing project in Portland. NNG Financial also arranges short-term financing for the Company's operating subsidiaries. RATIO OF EARNINGS TO FIXED CHARGES The Company has calculated the ratios of earnings to fixed charges pursuant to Item 503 of SEC Regulation S-K as follows: Twelve Months Ended ----------------------------------------------- March 31, December 31, ------ ------------------------------------- 1994 1993 1992 1991 1990 1989 ---- ---- ---- ---- ---- ---- 2.94 3.22 1.81 1.59 2.64 2.75 Earnings consist of net income to which have been added taxes on income and fixed charges. Fixed charges consist of interest on all indebtedness, amortization of debt expense and discount or premium, and the estimated interest portion of rentals charged to income. USE OF PROCEEDS AND FINANCING PROGRAM The net proceeds to be received by the Company from the sale of the Securities will be added to the general funds of the Company and used for corporate purposes, primarily to fund, in part, the Company's ongoing utility construction program and to repay short-term debt incurred for such purpose. The Company expects its utility construction and equipment expenditures in 1994 to aggregate $75 million. The Company expects such expenditures for the five-year period, 1994-98, to aggregate between $325 million and $350 million. The capital requirements of its subsidiaries during the same period are expected to be limited to funds internally generated by the subsidiaries. Approximately $21 million of long-term debt matures in 1996 and $26 million in 1997. The Company estimates that 50% or more of the funds required for utility purposes during the 1994-98 period will be internally generated and that the balance, as well as substantially all of the funds required for the repayment of maturing debt, will be funded through short-term borrowings, which will be refinanced periodically through the sale of long-term debt and equity securities, in such amounts and at such times as the Company's cash requirements and market conditions shall determine. Based upon this estimate, the Company expects that, through the end of 1995, its sales of Common Stock will not exceed $50 million, consisting of not more than $40 million of New Common Stock and approximately $10 million of Common Stock expected to be sold through its Dividend Reinvestment and Stock Purchase Plan and various employee plans. DESCRIPTION OF THE NEW BONDS General: The New Bonds are to be issued under the Company's Mortgage and Deed of Trust, dated as of July 1, 1946, to Bankers Trust Company and R.G. Page (Stanley Burg, successor), as trustees, as supplemented by twenty supplemental indentures and as to be further supplemented by one or more additional supplemental indentures providing for one or more series of the New Bonds, all of which are collectively referred to as the "Mortgage". The statements herein concerning the New Bonds and the Mortgage are merely an outline and do not purport to be complete. They make use of terms defined in the Mortgage and are qualified in their entirety by express reference to the cited Sections and Articles. Reference is made to the Prospectus Supplement for each issue of the New Bonds for the following terms, among others, of the New Bonds offered thereby: (i) the series designation and aggregate principal amount thereof, (ii) the initial public offering price and other terms of their offering, (iii) the date or dates on which they will mature, (iv) the rate or rates per annum at which they will bear interest, (v) the times at which such interest will be payable and the date from which it will accrue, (vi) whether all or any portion thereof will be issued to a designated depositary, (vii) any redemption provisions, and (viii) other specific terms. Form, Exchange and Payment: Unless otherwise indicated in the Prospectus Supplement for an issue of the New Bonds, the New Bonds offered thereby will be issued only in fully registered form in denominations of $1,000 and any multiple thereof. The New Bonds are exchangeable at the office of Bankers Trust Company in New York City, without charge other than taxes or other governmental charges incident thereto. Principal and interest are payable at such office. Provisions for Maintenance of Property: While the Mortgage contains provisions for the maintenance of the Mortgaged and Pledged Property, the Mortgage does not permit redemption of First Mortgage Bonds ("Bonds") pursuant to these provisions. Security: The New Bonds together with all other Bonds now or hereafter issued under the Mortgage will be secured by the Mortgage, which constitutes, in the opinion of Bruce B. Samson, Esq., General Counsel of the Company, a first mortgage lien on all of the gas plants, distribution systems and other materially important physical properties of the Company (except as stated below), subject to (a) leases of minor portions of the Company's property to others for uses which, in the opinion of such Counsel, do not interfere with the Company's business, (b) leases of certain property of the Company not used in its gas utility business or the gas by-product business, (c) excepted encumbrances, and (d) minor defects and encumbrances customarily found in properties of like size and character which, in the opinion of such Counsel, do not impair the use of such properties by the Company. There are excepted from the lien all cash and securities; certain equipment, apparatus, materials or supplies; aircraft, automobiles and other vehicles; receivables, contracts, leases and operating agreements; timber, minerals, mineral rights and royalties; and all natural gas and oil production property. The Mortgage contains provisions subjecting after-acquired property (subject to pre-existing liens) to the lien thereof, subject to limitations in the case of consolidation, merger or sale of substantially all of the Company's assets. (See Mortgage, Art. XVI.) The Mortgage provides that the trustees shall have a lien upon the mortgaged property, prior to that of the Bonds, for the payment of their reasonable compensation and expenses, and for indemnity against certain liabilities. (See Mortgage, Sec. 96.) Issuance of Additional Bonds: Bonds may be issued from time to time on the basis of (1) 60% of property additions, after adjustments to offset retirements; (2) retirement of Bonds or qualified lien bonds; or (3) deposit of cash. With certain exceptions in the case of (2) above, the issuance of Bonds is subject to adjusted net earnings before income taxes for 12 consecutive months out of the preceding 15 months being at least twice the annual interest requirements on all Bonds at the time outstanding, including the additional issue, and all indebtedness of prior rank. Property additions generally include gas, electric, steam or hot water property or gas by-product property acquired after March 31, 1946, but may not include securities, airplanes, automobiles or other vehicles or natural gas transmission lines or natural gas and oil production property. As of March 31, 1994, approximately $201,300,900 of property additions and $93,000,000 of retired Bonds were available for use as the basis for the issuance of Bonds. The Mortgage contains certain restrictions upon the issuance of Bonds against property subject to liens. The New Bonds will be issued against property additions and retired Bonds. (See Mortgage, Secs. 4-7, 20-30 and 46 and Third Supplemental, Secs. 3 and 4.) Release and Substitution of Property: Property may be released against (1) deposit of cash or, to a limited extent, purchase money mortgages, (2) property additions, or (3) waiver of the right to issue Bonds without applying any earnings test. Cash so deposited and cash deposited against the issuance of additional bonds may be withdrawn upon the bases stated in (2) and (3) above. When property released is not funded property, property additions used to effect the release may again, in certain cases, become available as credits under the Mortgage, and the waiver of the right to issue Bonds to effect the release may, in certain cases, cease to be effective as such a waiver. Similar provisions are in effect as to cash proceeds of such property. The Mortgage contains special provisions with respect to qualified lien bonds pledged and the disposition of moneys received on pledged prior lien bonds. (See Mortgage, Secs. 5, 31, 32, 37, 46 to 50, 59 to 61, 100 and 118.) Defaults and Notice Thereof: Defaults are: default in payment of principal; default for 60 days in payment of interest or of installments of funds for retirement of bonds; certain defaults with respect to qualified lien bonds; certain events in bankruptcy, insolvency or reorganization; and default for 90 days after notice in the case of other covenants. The trustees may withhold notice of default (except in payment of principal, interest or any funds for the retirement of Bonds) if they think it in the interest of the Bondholders. (See Mortgage, Secs. 65 and 66.) Holders of 25% of the Bonds may declare the principal and the interest due on default, but a majority may annul such declaration if such default has been cured. No holder of Bonds may enforce the lien of the Mortgage without giving the trustees written notice of a default and unless holders of 25% of the Bonds have requested the trustees to act and offered them reasonable opportunity to act and the trustees have failed to act. The trustees are not required to risk their funds or incur personal liability if there is reasonable ground for believing that the repayment is not reasonably assured. The holders of a majority of the Bonds may direct the time, method and place of conducting any proceedings for any remedy available to the trustees, or exercising any trust or power conferred upon the trustees but the trustees are not required to follow such direction if not sufficiently indemnified for expenditures. (See Mortgage, Secs. 67, 71, 80 and 94.) Evidence to be Furnished to the Trustees: Compliance with Mortgage provisions is evidenced by written statements of the Company's officers or persons selected by the Company. In certain major matters the accounting, engineer, appraiser or other expert must be independent. Various certificates and other papers, including a certificate with respect to compliance with the terms of the Mortgage and the absence of defaults, are required to be filed annually and upon the occurrence of certain events. (See Mortgage, Secs. 67, 71, 80 and 94). Modification of the Mortgage: The rights of the Bondholders may be modified with the consent of 70% of the Bonds and, if less than all series of Bonds are affected, the consent also of 70% of Bonds of each series affected. The Company has reserved the right without any consent or other action by holders of any series of Bonds (including the New Bonds), and intends in conjunction with the issuance of the New Bonds, to substitute 66-2/3% for 70%. In general, no modification of the terms of payment of principal and interest, and no modification affecting the lien of the Mortgage or reducing the percentage required for modification is effective against any Bondholder without his consent. (See Mortgage, Art. XIX and Ninth Supplemental, Sec. 6.) The Company has reserved the right to amend the Mortgage, without any consent or other action by holders of the Bonds of the Eighteenth Series or of Bonds of any subsequently created series (including the New Bonds), in the following respects: Release and Substitution of Property. To permit the release of property at the lesser of its cost or its fair value at the time that such property became funded property, rather than at its fair value at the time of its release; and to facilitate the release of unfunded property. (See Mortgage, Secs. 3, 59 and 60 and Eighteenth Supplemental, Sec. 2.03.) Issuance of Additional Bonds. To clarify that (i) for purposes of determining annual interest requirements, interest on Bonds or other indebtedness bearing interest at a variable interest rate shall be computed at the average of the interest rates borne by such Bonds or other indebtedness during the period of calculation, or, if such Bonds or other indebtedness shall have been issued after such period or shall be the subject of pending applications, interest shall be computed at the initial rate borne upon issuance, and (ii) no extraordinary items shall be included in operating expenses or deducted from revenues or other income in calculating adjusted net earnings (See Mortgage, Sec. 7); and to revise the basis for the issuance of additional Bonds from 60% of property additions, after adjustments to offset retirements, to 70%. (See Mortgage, Secs. 25, 26, 59 and 61 and Eighteenth Supplemental, Secs. 2.01 and 2.02.) The Corporate Trustee Bankers Trust Company also serves as the Indenture Trustee under the Indenture under which the Company's Unsecured Medium-Term Notes are issued. DESCRIPTION OF COMMON STOCK The following is a summary of certain rights and privileges of the Common Stock. This summary does not purport to be complete. Reference is made to the Restated Articles of Incorporation and the Bylaws of the Company, filed as exhibits to the Registration Statement, for complete statements. The following statements are qualified in their entirety by such references. Dividends and Liquidation Rights: Except as hereinafter stated, the Common Stock is entitled to receive such dividends as are declared by the Board of Directors and to receive ratably on liquidation any assets which remain after payment of liabilities. The Company's Preferred and Preference Stock are entitled in preference to the Common Stock (1) to cumulative dividends at the annual rate fixed for each series by the Board of Directors, and (2) in voluntary and involuntary liquidation, to the amounts fixed for each series by the Board of Directors, plus in each case, unpaid accumulated dividends. Dividend Limitations: Should dividends on either the Preferred or the Preference Stock be in arrears, no dividends on the Common Stock may be paid or declared. Except with the consent of the holders of a majority of the Preferred Stock then outstanding, no dividends on the Common Stock or the Preference Stock may be paid or declared unless the Preferred Stock purchase and sinking fund obligations have been met for that year. Future series of the Preferred or the Preference Stock could contain sinking fund, purchase or redemption obligations under which no dividends on the Common Stock may be paid or declared while such obligations are in default. Common Stock dividends also may be restricted by the provisions of future instruments pursuant to which the Company may issue long-term debt. Voting Rights: Except as provided by law or as described below, only the Common Stock has voting rights. Cumulative voting is permitted by the Restated Articles of Incorporation to holders of Common Stock at elections of directors. The Preferred Stock has the special right to elect the smallest number of directors which constitutes at least one-fourth of the total number of directors, or two directors, whichever is greater, if payments of four quarterly dividends or more on any share or shares of Preferred Stock should be in arrears. Classification of the Board of Directors: The Board of Directors of the Company may consist of not less than nine nor more than 13 persons, as determined by the Board, divided into three classes as nearly equal in number as possible. The current number is twelve. One class is elected for a three-year term at each annual meeting of shareholders. Vacancies, including those resulting from an increase in the size of the Board, may be filled by a majority vote of the directors then in office. One or more of the directors may be removed, with or without cause, by the affirmative vote of the holders of not less than two-thirds of the shares entitled to vote thereon; provided, however, that if fewer than all of the directors should be candidates for removal, no one of them shall be removed if the votes cast against such director's removal would be sufficient to elect such director if then cumulatively voted at an election of the class of directors of which such director shall be a part. Except for those persons nominated by the Board, no person shall be eligible for election as a director unless a request from a shareholder entitled to vote in the election of directors that such person be nominated and such person's consent thereto shall be delivered to the Secretary of the Company in advance of the meeting at which such election shall be held. The foregoing provisions may not be amended or repealed except by the affirmative vote of the holders of not less than two-thirds of the shares entitled to vote at an election of directors. The foregoing provisions will not apply to directors, if any, elected by the holders of the Preferred Stock. Transactions with Related Persons: The Company shall not enter into any business transaction with a related person or in which a related person shall have an interest (except proportionately as a shareholder of the Company) without first obtaining both (1) the affirmative vote of the holders of not less than two-thirds of the outstanding shares of the capital stock of the Company not held by such related person, and (2) the determination of a majority of the continuing directors that the cash or fair market value of the property, securities or other consideration to be received per share by the holders, other than such related person, of the shares of each class or series of the capital stock of the Company in such business transaction shall not be less than the highest purchase price paid by such related person in acquiring any of its holdings of shares of the same class or series, unless the continuing directors by a majority vote shall either (a) have expressly approved the acquisition of the shares of the capital stock of the Company that caused such related person to become a related person, or (b) have expressly approved such business transaction. As used in this paragraph: a "business transaction" includes a merger, consolidation, reorganization or recapitalization, a purchase, sale, lease, exchange or mortgage of all or a substantial part (10% or more) of the property of the Company or a related person, an issuance, sale or exchange of securities and a liquidation, spin-off or dissolution; a "related per- son" includes a person, organization or group thereof owning 10% or more of the capital stock of the Company; "continuing directors" are those whose nominations for directorship shall have been approved by a majority of the directors in office on April 9, 1984 or by a majority of the then continu- ing directors. The foregoing provisions may not be amended or repealed except by the affirmative vote of the holders of not less than two-thirds of the shares of the capital stock of the Company (other than shares held by related persons). Preemptive Rights: The holders of the Common Stock have no preemptive rights. Other Provisions: The issued and outstanding shares of Common Stock are, and the shares of the New Common Stock, if any, will be, fully paid and nonassessable. Transfer Agent and Registrar: The Company is the transfer agent and registrar for the Common Stock. PLAN OF DISTRIBUTION The Company may sell the Securities in any of three ways: (i) through underwriters or dealers; (ii) directly to a limited number of purchasers or to a single purchaser; or (iii) through agents. Each Prospectus Supplement will set forth the terms of the offering of the Securities offered thereby, including the name or names of any underwriters, the purchase price of such Securities and the proceeds to the Company from such sale, any underwriting discounts and other items constituting underwriters' compensation, any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers. Any initial public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. If underwriters are used in the sale, the Securities will be acquired by the underwriters for their own account and may be sold from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of the sale. The Securities may be offered to the public either through underwriting syndicates represented by one or more managing underwriters as may be designated by the Company, or directly by one or more of such firms. The underwriter or underwriters with respect to a particular underwritten offering of Securities will be named in the Prospectus Supplement relating to such offering and, if an underwriting syndicate is used, the managing underwriter or underwriters will be set forth on the cover page of such Prospectus Supplement. Unless otherwise set forth in a Prospectus Supplement, the obligations of the underwriters to purchase the Securities offered thereby will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all such Securities if any are purchased. Securities may be sold directly by the Company or through agents designated by the Company from time to time. Each Prospectus Supplement will set forth the name of any agent involved in the offer or sale of the Securities in respect of which such Prospectus Supplement is delivered as well as any commissions payable by the Company to such agent. Unless otherwise indicated in such Prospectus Supplement, any such agent will be acting on a best efforts basis for the period of its appointment. If so indicated in a Prospectus Supplement, the Company will authorize agents, underwriters or dealers to solicit offers by certain specified institutions to purchase the Securities offered thereby from the Company at the public offering price set forth in such Prospectus Supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts will be subject to those conditions set forth in such Prospectus Supplement, which will set forth the commission payable for solicitation of such contracts. Agents and underwriters may be entitled under agreements entered into with the Company to indemnification by the Company against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended. EXPERTS The financial statements and the financial statement schedules of Northwest Natural Gas Company incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K, have been audited by Deloitte & Touche, independent auditors, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm, given upon their authority as experts in accounting and auditing. With respect to the unaudited interim financial information which is incorporated herein by reference, Deloitte & Touche has applied limited procedures in accordance with professional standards for a review of such information. However, as stated in their reports included in the Company's Quarterly Reports on Form 10-Q and incorporated by reference herein, they did not audit and they do not express an opinion on that interim financial information. Accordingly, the degree of reliance on their reports on such information should be restricted in light of the limited nature of the review procedures applied. Deloitte & Touche is not subject to the liability provisions of Section 11 of the Securities Act of 1933, as amended, for their reports on the unaudited interim financial information because such reports are not "reports" or a "part" of the registration statement prepared or certified by an accountant within the meaning of Sections 7 and 11 of the Act. The statements made as to matters of law and legal conclusions in the documents incorporated in this Prospectus by reference and under "Description of the New Bonds" and "Description of Common Stock" herein and, if any, in the accompanying Prospectus Supplement have been reviewed by Bruce B. Samson, Esquire, Portland, Oregon. Mr. Samson is General Counsel of the Company. These statements and conclusions are set forth in reliance upon the opinion of Mr. Samson given upon his authority as an expert. As of March 31, 1994, Mr. Samson owned approximately 2,802 shares of the Company's common stock (including 1,009 shares through the Company's Retirement K Savings Plan) and has been granted options to purchase 8,000 additional shares at a price of $24.875 and 2,000 additional shares at a price of $36.00, the market prices of the shares on the dates of such grants. Mr. Samson's shares, including the underlying shares subject to options granted to him, have a current fair market value of approximately $412,865. LEGALITY The legality of the Securities will be passed upon for the Company by Mr. Samson and by Reid & Priest, New York, New York. Certain legal matters will be passed upon for the Underwriters by Simpson Thacher & Bartlett (a partnership which includes professional corporations), New York, New York. However, all matters pertaining to titles, the lien and enforceability of the Mortgage, franchises and all other matters of Oregon and Washington law will be passed upon only by Mr. Samson. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Filing fee Securities and Exchange Commission . . . $ 20,690 Rating agencies' fees* . . . . . . . . . . . . . . 50,000 Trustees' fees* . . . . . . . . . . . . . . . . . . 20,000 Legal fees and expenses* . . . . . . . . . . . . . 100,000 Accounting fees and expenses* . . . . . . . . . . . 15,000 Printing and engraving* . . . . . . . . . . . . . . 35,000 Miscellaneous expenses* . . . . . . . . . . . . . . 34,310 ------ Total expenses* . . . . . . . . . . . . . . . . . $275,000 -------- -------- _________________________ *Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Oregon Business Corporation Act (the "Act") provides, in general, that a director or officer of a corporation who has been or is threatened to be made a defendant in a legal proceeding because that person is or was a director or officer of the corporation: (1) shall be indemnified by the corporation for all reasonable expenses of such litigation when the director or officer is wholly successful on the merits or otherwise; (2) may be indemnified by the corporation for the expenses, judgments, fines and amounts paid in settlement of such litigation (other than a derivative lawsuit) if he or she acted in good faith and in a manner reasonably believed to be in, or at least not opposed to, the best interests of the corporation (and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful); and (3) may be indemnified by the corporation for reasonable expenses of a derivative lawsuit (a suit by a shareholder alleging a breach by a director or officer of a duty owed to the corporation) if he or she acted in good faith and in a manner reasonably believed to be in, or at least not opposed to, the best interests of the corporation, provided the director or officer is not adjudged liable to the corporation. The Act also authorizes the advancement of litigation expenses to a director or officer upon receipt of a written affirmation of the director's or officer's good faith belief that the standard of conduct has been met and a written undertaking by such director or officer to repay such ex- penses if it is ultimately determined that he or she is not entitled to be indemnified. The Act also provides that the indemnification provided thereunder shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or disinterested directors or otherwise. The Company's Bylaws provide that the Company shall indemnify directors and officers to the fullest extent permitted under the Act, thus making mandatory the discretionary indemnification authorized by the Act. The Company's Restated Articles of Incorporation provide that the Company shall indemnify its officers and directors to the fullest extent permitted by law, which may be broader than the indemnification authorized by the Act. The Company's shareholders have approved and the Company has entered into indemnity agreements with its directors and officers which provide for indemnity to the fullest extent permitted by law and also alter or clarify the statutory indemnity in the following respects: (1) prompt advancement of litigation expenses is provided if the director or officer makes the required affirmation and undertaking; (2) the director or officer is permitted to enforce the indemnity obligation in court and the burden is on the Company to prove that the director or officer is not entitled to indemnification; (3) indemnity is explicitly provided for judgments and settlements in derivative actions; (4) prompt indemnification is provided unless a determination is made that the director or officer is not entitled to indemnification; and (5) partial indemnification is permitted if the director or officer is not entitled to full indemnification. The Company maintains in effect a policy of insurance providing for reimbursement to the Company of payments made to directors and officers as indemnity for damages, judgments, settlements, costs and expenses incurred by them which the Company may be required or permitted to make according to applicable law, common or statutory, or under provisions of its Restated Articles of Incorporation, Bylaws or agreements effective under such laws. ITEM 16. LIST OF EXHIBITS. 1(a) - Form of Underwriting Agreement relating to the New Bonds. 1(b) - Form of Underwriting Agreement relating to the New Common Stock. 4(a)* - Copy of Mortgage and Deed of Trust, dated as of July 1, 1946 (filed as Exhibit 7(j) in File No. 2-6494). 4(b)* - Copies of Supplemental Indentures Nos. 1 through 14 to the Mortgage and Deed of Trust, dated, respectively, as of June 1, 1949, March 1, 1954, April 1, 1956, February 1, 1959, July 1, 1961, January 1, 1964, March 1, 1966, December 1, 1969, April 1, 1971, January 1, 1975, December 1, 1975, July 1, 1981, June 1, 1985, and November 1, 1985 (filed as Exhibit 4(d) in File No. 33-1929); Supplemental Indenture No. 15 to the Mortgage and Deed of Trust, dated as of July 1, 1986 (filed as Exhibit 4(c) in File No. 33-24168); Supplemental Indentures Nos. 16, 17 and 18 to the Mortgage and Deed of Trust, dated, respectively, as of November 1, 1988, October 1, 1989 and July 1, 1990 (filed as Exhibit 4(c) in File No. 33-40482); Supplemental Indenture No. 19 to the Mortgage and Deed of Trust, dated as of June 1, 1991 (filed as Exhibit 4(c) in File No. 33-64014). 4(c) - Copy of the Twentieth Supplemental Indenture to the Mortgage and Deed of Trust, dated as of June 1, 1993. 4(d) - Form of Supplemental Indenture relating to the New Bonds. 4(e)* - Restated Articles of Incorporation as filed and effective June 24, 1988, as amended December 8, 1992 and December 1, 1993. (incorporated herein by reference to Exhibit 4(a) to Registration No. 33-51271). 4(f)* - Bylaws as amended December 16, 1993 (incorporated herein by reference to Exhibit (3b) to the Company's Annual Report on Form 10-K for 1993 in File No. 0-994). 5(a) - Opinion of Bruce B. Samson, Esquire. 5(b) - Opinion of Reid & Priest. 12* - Computation of Ratio of Earnings to Fixed Charges (incorporated by reference to Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the first quarter of 1994 in File No. 0-994). 15 - Letter of Independent Auditors relating to unaudited interim financial information (see page II-7). 23 - Independent Auditors' Consent (see page II-8). The consents of Bruce B. Samson,Esquire, and of Reid & Priest are included in their opinions filed, respectively, as Exhibits 5(a) and 5(b). 24 - Power of Attorney (see page II-4). 25(a) - Statement of Eligibility of the Corporate Mortgage Trustee on Form T-1. 25(b) - Statement of Eligibility of the Individual Mortgage Trustee on Form T-2. _____________ *Incorporated by reference herein as indicated. ITEM 17. UNDERTAKINGS. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3 or Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement. (2) That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned registrant hereby undertakes, that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under Item 15 of this registration statement, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. POWER OF ATTORNEY Each director and/or officer of the registrant whose signature appears hereinafter hereby appoints Robert L. Ridgley, Bruce R. DeBolt and Robert G. Schuur, the Agents for Service named in this registration statement, and each of them severally, as his attorney-in-fact to sign in his name and behalf, in any and all capacities stated below, and to file with the Securities and Exchange Commission, any and all amendments, including post-effective amendments, to this registration statement, and the registrant hereby also appoints each such Agent for Service as its attorney-in-fact with like authority to sign and file any such amendments in its name and behalf. SIGNATURES Pursuant to the requirements of the Securities Act of 1933 the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Portland, and State of Oregon on the 23rd day of May, 1994. NORTHWEST NATURAL GAS COMPANY By ROBERT L. RIDGLEY ------------------------------------ Robert L. Ridgley, President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933 this registration statement has been signed below by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- ROBERT L. RIDGLEY President, May 23, 1994 --------------------------- Chief Executive Robert L. Ridgley, Officer, and Director Principal Executive Officer BRUCE R. DEBOLT Senior Vice President, May 23, 1994 --------------------------- Finance, and Chief Bruce R. DeBolt, Financial Officer Principal Financial Officer D. JAMES WILSON Treasurer and May 23, 1994 --------------------------- Controller D. James Wilson, Principal Accounting Officer MARY ARNSTAD Director May 23, 1994 --------------------------- Mary Arnstad THOMAS E. DEWEY, JR. Director May 23, 1994 --------------------------- Thomas E. Dewey, Jr. TOD R. HAMACHEK Director May 23, 1994 --------------------------- Tod R. Hamachek RICHARD B. KELLER Director May 23, 1994 --------------------------- Richard B. Keller WAYNE D. KUNI Director May 23, 1994 --------------------------- Wayne D. Kuni DWIGHT A. SANGREY Director May 23, 1994 --------------------------- Dwight A. Sangrey MELODY C. TEPPOLA Director May 23, 1994 --------------------------- Melody C. Teppola RUSSELL F. TROMLEY Director May 23, 1994 --------------------------- Russell F. Tromley BENJAMIN R. WHITELEY Director May 23, 1994 --------------------------- Benjamin R. Whiteley WILLIAM R. WILEY Director May 23, 1994 --------------------------- William R. Wiley CARLTON WOODARD Director May 23, 1994 --------------------------- Carlton Woodard Exhibit 15 May 23, 1994 Northwest Natural Gas Company 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 Northwest Natural Gas Company and subsidiaries for the periods ended March 31, 1994 and 1993, as indicated in our report dated April 28, 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 was included in your Quarterly Report on Form 10-Q for the quarter ended March 31, 1994, is incorporated by reference in this Registration Statement. We also are aware that the aforementioned reports, pursuant to Rule 436(c) under the Securities Act of 1933, are 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. /s/ Deloitte & Touche ---------------------- DELOITTE & TOUCHE Exhibit 23 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Northwest Natural Gas Company on Form S-3 of our report dated February 25, 1994 (which expresses an unqualified opinion and includes an explanatory paragraph relating to a change in the Company's method of accounting for income taxes and postretirement benefits in 1993) appearing in the Annual Report on Form 10-K of Northwest Natural Gas Company for the year ended December 31, 1993. We also consent to the references to us under the heading "Experts" in such Registration Statement. /s/ Deloitte & Touche ---------------------- DELOITTE & TOUCHE May 23, 1994 INDEX TO EXHIBITS Sequentially Numbered Exhibit Page ------- ------------ 1(a) - Form of Underwriting Agreement relating to the New Bonds. 1(b) - Form of Underwriting Agreement relating to the Common Stock. 4(a) - Copy of Mortgage and Deed of Trust, dated as of July 1, * 1946, to Bankers Trust Company and R.G. Page (to whom Stanley Burg is now successor), Trustees (filed as Exhibit 7(j) in File No. 2-6494). 4(b) - Copies of Supplemental Indentures Nos. 1 through 14 to * the Mortgage and Deed of Trust, dated, respectively, as of June 1, 1949, March 1, 1954, April 1, 1956, February 1, 1959, July 1, 1961, January 1, 1964, March 1, 1966, December 1, 1969, April 1, 1971, January 1, 1975, December 1, 1975, July 1, 1981, June 1, 1985, and November 1, 1985 (filed as Exhibit 4(d) in File No. 33- 1929); Supplemental Indenture No. 15 to the Mortgage and Deed of Trust, dated as of July 1, 1986 (filed as Exhibit (4)(c) in File No. 33-24168); Supplemental Indentures Nos. 16, 17 and 18 to the Mortgage and Deed of Trust, dated, respectively, as of November 1, 1988, October 1, 1989 and July 1, 1990 (filed as Exhibit (4)(c) in File No. 33-40482); and Supplemental Indenture No. 19 to the Mortgage and Deed of Trust, dated as of June 1, 1991 (filed as Exhibit 4(c) in File No. 33-64014). 4(c) - Copy of the Twentieth Supplemental Indenture to the Mortgage and Deed of Trust, dated as of June 1, 1993. 4(d) - Form of Supplemental Indenture relating to the New Bonds. 4(e) - Restated Articles of Incorporation as filed and * effective June 24, 1988, as amended December 8, 1992 and December 1, 1993 (incorporated herein by reference to Exhibit 4(a) in File No. 33-51271). 4(f) - Bylaws as amended December 16, 1993 (incorporated * herein by reference to Exhibit (3b) to the Company's Annual Report on Form 10-K for 1993 in File No. 0- 994). 5(a) - Opinion of Bruce B. Samson, Esquire. 5(b) - Opinion of Reid & Priest. 12 - Computation of Ratio of Earnings to Fixed Charges * (incorporated by reference to Exhibit 12 to the Company's Quarterly Report on Form 10-Q for the first quarter of 1994 in File No. 0-994). 15 - Letter of Independent Auditors relating to unaudited interim financial information (see page II-7). 23 - Independent Auditors' Consent (see page II-8). The consents of Bruce B. Samson, Esquire, and of Reid & Priest are included in their opinions filed, respectively, as Exhibits 5(a) and 5(b). 24 - Power of Attorney (see page II-4). 25(a) - Statement of Eligibility of the Corporate Mortgage Trustee on Form T-1. 25(b) - Statement of Eligibility of the Individual Mortgage Trustee on Form T-2. _________________________________________ * Previously filed as indicated. EX-1 2 EXHIBIT 1(A) UNDERWRITING AGREEMENT EXHIBIT 1(a) UNDERWRITING AGREEMENT ---------------------- NORTHWEST NATURAL GAS COMPANY First Mortgage Bonds, ____ Series due ____ Price to the Company: _______ of the Principal Amount Interest Commencement Date: ______, 199_ _______, 199_ To the Underwriters named in Schedule I hereto Dear Sirs: Northwest Natural Gas Company, an Oregon corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to you the aggregate principal amount of its First Mortgage Bonds set forth opposite your respective names in Schedule I hereto (the "Securities"), at the price to the Company set forth above. The Securities will be issued under the Company's Mortgage and Deed of Trust, dated as of July 1, 1946, as heretofore supplemented and as to be supplemented by the Supplemental Indenture identified in Schedule I hereto (the "Supplemental Indenture"), such Mortgage and Deed of Trust as supplemented and to be so supplemented being hereinafter referred to as the "Indenture". 1. Representations and Warranties of the Company. The Company --------------------------------------------- represents and warrants to, and agrees with, each of you that: (a) A registration statement with respect to the Securities has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act, has been filed with the Commission and has become effective. Copies of the registration statement, together with all amendments, if any, and of the prospectus contained therein, in the form in which it became effective, including the documents incorporated in such prospectus by reference, have heretofore been delivered to you. The registration statement in the form in which it became effective, including all exhibits thereto, is referred to hereinafter as the "Registration Statement". The prospectus, including the documents incorporated therein by reference, contained in the Registration Statement is referred to hereinafter as the "Prospectus"; provided, that, when, on or after the date hereof, the Prospectus shall be supplemented with respect to the Securities (the "Prospectus Supplement") or shall be completed pursuant to Rule 430A (the "Completed Prospectus"), in a filing with the Commission pursuant to Rule 424(b) under the Act, "Prospectus", for all purposes of this Agreement, except this Section 1, shall mean the Prospectus as so supplemented or completed; (b) No stop order with respect to the Registration Statement has been issued by the Commission under the Act and no proceeding therefor of which the Company has received notice has been instituted; the Registration Statement, at the time it became effective, conformed in all material respects to the requirements of the Act, the Trust Indenture Act and the Rules and Regulations; on the date hereof, neither the Registration Statement (excluding the Statements of Eligibility of the Trustee(s) under the Indenture) nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and each document incorporated by reference in the Prospectus and filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") conformed when so filed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations thereunder; (c) Since the respective dates as of which information is given in the Prospectus, there has not been any material adverse change in the business, property or financial condition of the Company, and there has not been any material transaction entered into by the Company other than transactions in the ordinary course of business and transactions referred to in, or contemplated by, the Prospectus; and the Company does not have any material contingent obligation which is not disclosed in the Prospectus; (d) The consummation by the Company of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or any order, rule or regulation applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its properties; no approval, authorization, consent or order of any public board or body is legally required for the issuance and sale of the Securities by the Company hereunder, except such as may be issued by the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission or be required under the Act or state securities laws; (e) The financial statements, together with related notes, incorporated by reference in the Prospectus present fairly the financial position and the results of operations of the Company on the bases set forth in such statements and related notes at the dates or for the periods to which they apply; and such statements and related notes have been prepared in accordance with generally accepted principles of accounting, consistently applied throughout the periods involved, except as otherwise stated therein; (f) The Company is a validly organized and existing corporation in good standing under the laws of the State of Oregon, and is qualified to do business and is in good standing as a foreign corporation in the State of Washington, with power (corporate and other) to own its properties and conduct its business as described in the Prospectus and each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation with full power and authority to own or lease its properties and conduct its business, and is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification necessary; (g) The Indenture and the Securities have been duly and validly authorized; and, when the Securities shall have been delivered against payment therefor as provided herein, the Indenture and the Securities will be legal, valid and binding obligations of the Company, enforceable in accordance with their terms, except as limited by bankruptcy, insolvency and other laws affecting the enforcement of mortgagees' and other creditors' rights, the Indenture will be qualified under the Trust Indenture Act, and the Indenture and the Securities will conform to the descriptions thereof contained in the Prospectus; and (h) Other than as set forth in the Prospectus, there are no legal, governmental or administrative proceedings pending to which the Company is a party or of which any property of the Company is the subject, the outcome of which, in the opinion of the Company, would singly or in the aggregate have a material adverse effect on the business, property or financial position of the Company; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 2. Purchase and Sale. Subject to the terms and conditions herein ----------------- set forth, the Company agrees to sell to each of you, and each of you agrees, severally and not jointly, to purchase from the Company, at the Price to the Company set forth on the first page hereof plus accrued interest, if any, thereon from the Interest Commencement Date set forth on the first page hereof to the Time of Delivery (as hereinafter defined), the Securities in the amounts set forth opposite your respective names in Schedule I hereto. 3. Offering. Subject to the terms and conditions herein set -------- forth, you will make an offering of the Securities upon the terms and conditions set forth in the Prospectus. 4. Payment and Delivery. Delivery of the Securities and payment ---------------------- therefor, in Federal or other immediately available funds [New York Clearing House funds] payable to the order of the Company, shall be made at the offices of Messrs. Reid & Priest, 40 West 57th Street, New York, New York at 10:00 A.M., New York City time, on the fifth business day after the date hereof, or at such other place, time and date as shall be agreed upon in writing by the Company and you. The hour and date of the delivery and payment are herein called the "Time of Delivery". The Securities shall be delivered to you for your respective accounts in fully registered form and in such authorized denominations and registered in such names as you may reasonably request in writing not later than 2:00 P.M., New York City time, on the second business day after the date hereof, or to the extent not so requested, registered in your respective names in such authorized denominations as the Company shall determine. The Company agrees to make the Securities available to you for checking purposes not later than 2:00 P.M., New York City time, on the last full business day preceding the Time of Delivery, at the office of Bankers Trust Company, or at such other place, time or date as may be agreed upon between the Company and you. If any one or more of you shall default on your obligation or obligations to purchase and pay for the Securities which you have agreed herein to purchase and pay for (such of you which shall have so defaulted being referred to herein as the "Defaulting Underwriter"), the Company shall immediately give written notice thereof to each of you which shall not have so defaulted (the "Non-defaulting Underwriters") or, if one or more of you shall have executed this Agreement as the representative or representatives of the Underwriters named in Schedule I hereto, to such representative or representatives, and the Non-Defaulting Underwriters shall have the right, within 24 hours after the receipt of such notice by the Non-defaulting Underwriters or their representative or representatives, to determine to purchase or to procure one or more others, members of the National Association of Securities Dealers, Inc. ("NASD") and satisfactory to the Company, to purchase, upon the terms herein set forth, the amount of the Securities which the Defaulting Underwriter so agreed to purchase. If the Non-defaulting Underwriters shall determine to exercise such right, they shall give notice to the Company of such determination within 24 hours after their receipt of notice from the Company of such default, and, thereupon, the Time of Delivery shall be postponed for such period, not exceeding three business days, as the Company shall determine, in order that the required changes in the Registration Statement, the Prospectus and any other documents or arrangements may be effected. If, in the event of such a default, the Non-defaulting Underwriters shall fail to give such notice or, within such 24-hour period, shall give notice to the Company that the Non-defaulting Underwriters will not exercise such right, this Agreement may be terminated by the Company, upon notice given to the Non- defaulting Underwriters (or their representative or representatives), within a further period of 24 hours. If the Company shall not elect to so terminate this Agreement, it shall have the right: (a) to require the Non-defaulting Underwriters to purchase and pay for the respective amounts of the Securities which they have severally agreed to purchase hereunder and, in addition, to purchase and pay for (in proportion to their respective commitments hereunder except as may be otherwise determined by the Non-defaulting Underwriters) the amount of the Securities which the Defaulting Underwriter shall have failed to purchase up to 10% of the respective amounts of the Securities which the Non- defaulting Underwriters have otherwise agreed to purchase, and/or (b) to procure one or more others, members of the NASD, to purchase, upon the terms herein set forth, the amount of the Securities which the Defaulting Underwriter agreed to purchase or that portion thereof which the Non-defaulting Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give notice thereof to the Non-defaulting Underwriters (or their representative or representatives) within such further period of 24 hours, and, thereupon, the Time of Delivery shall be postponed for such period, not exceeding three business days, as the Company shall determine, in order that the required changes in the Registration Statement, the Prospectus and any other documents or arrangements may be effected. Any action taken by the Company under this Section 4 shall not relieve any Defaulting Underwriter from liability in respect of its obligations under this Agreement. Termination by the Company under this Section 4 shall be without liability on the part of the Company or any Non- defaulting Underwriter; provided, however, that such termination shall not affect the payment obligations set forth in Section 5 hereof. 5. Covenants of the Company. The Company agrees with each of ------------------------ you that it will: (a) Promptly deliver to you a copy of the Registration Statement and of all amendments thereto (in each case including copies of all documents (other than exhibits) incorporated therein by reference and all exhibits filed therewith), either signed or certified by an officer of the Company, and including a copy of each consent and opinion included therein or filed as an exhibit thereto, either signed or certified by an officer of the Company, and as many unsigned copies of the Registration Statement and such amendments, as you may reasonably request. The Company also will deliver to you as soon as practicable after the date of this Agreement and thereafter from time to time, during such period of time as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of the Prospectus, including any amendments or supplements thereto, as you may reasonably request for the purposes of the Act. (b) Promptly advise you (i) when any amendment of the Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment of the Registration Statement or the Prospectus, and (iii) of the issuance of any stop order under the Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus unless the Company has furnished to you a copy for your review prior to filing. (c) Pay all expenses and taxes (excluding any transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation and delivery of this Agreement and the Supplemental Indenture, (iii) all corporate and regulatory actions precedent to the issuance and delivery of the Securities, (iv) the issuance and delivery of the Securities, (v) except as provided in Section 5(d) hereof, the printing and delivery to you of reasonable quantities of the Registration Statement, the Prospectus and any amendment or supplement, (vi) the fees and expenses of the Trustees and any transfer agent and registrar, and (vii) the qualification of the Securities for offering and sale under state securities laws, including the fees, not to exceed $5,000, and disbursements of your counsel in connection with such qualification and in connection with blue sky and legal investment surveys. (d) During such period of time (not exceeding nine months) after the effective date of this Agreement as you may be required by law to deliver a prospectus, if either the Company shall become aware or you shall advise the Company in writing of the occurrence of any event which should be set forth in a supplement to or an amendment of the Prospectus in order to make the Prospectus not misleading in the light of then existing circumstances, the Company will forthwith, at its expense, prepare and furnish to you a reasonable number of copies of a supplement or an amendment to the Prospectus which will supplement or amend the Prospectus so that as so supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of then existing circumstances, not misleading. In case any of you shall be required to deliver a prospectus after the expiration of nine months from the date of this Agreement, the Company, upon your request, will furnish to you, at your expense, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus complying with Section 10(a) of the Act. (e) Make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of 12 months beginning on the first day of the Company's fiscal quarter next succeeding the effective date of the Registration Statement. (f) Furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as you may designate, and file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions; provided, however, that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process under the laws of any jurisdiction, or to meet other requirements deemed by the Company to be unduly burdensome. (g) During the period beginning on the date of this Agreement and continuing to and including the 45th day following the Time of Delivery, not to offer, sell, continue to sell or otherwise dispose of any other of its securities of the same class as the Securities without your prior consent. All fees and disbursements of your counsel (exclusive of fees and expenses of such counsel which are to be paid by the Company as set forth in subsection (vi) of Section 5(c) hereof) shall be paid by you; provided, however, that if this Agreement shall be terminated in accordance with the provisions of Section 6, 7 or 9 hereof, the Company shall reimburse you for the amount of such fees and disbursements. The Company shall not be required to pay any amount for any of your expenses except as provided in the preceding sentence. The Company shall not in any event be liable to any of you for damages on account of the loss of anticipated profits. 6. Conditions of Your Obligations to Purchase the Securities. --------------------------------------------------------- Your several obligations to purchase and pay for the Securities shall be subject to the accuracy in all material respects of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Time of Delivery, and to the following additional conditions: (a) (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery; no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference therein shall be in effect at such date; and no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date, and you shall have received a certificate dated the Time of Delivery and signed by an executive officer of the Company to the effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectus (or any amendment or supplement thereto), any material adverse change in the business, property, financial condition or results of operations of the Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At the Time of Delivery, there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to you by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (c) At the Time of Delivery, you shall have received from Bruce B. Samson, Esq., General Counsel of the Company, Reid & Priest, of counsel to the Company, and Simpson Thacher & Bartlett (a partnership which includes professional corporations), your counsel, opinions, dated the Time of Delivery, in substantially the form and substance prescribed in Exhibits A, B, and C hereto. (d) At the Time of Delivery, Deloitte & Touche shall have furnished to you a letter, dated the Time of Delivery, to the effect that: (i) They are independent public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations; (ii) In their opinion, the financial statements examined by them and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an examination made in accordance with generally accepted auditing standards, including a reading of the latest available interim financial statements of the Company, if any, a reading of the minute books of the Company since December 31, 1993, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A)(1) any material modifications should be made to the unaudited condensed consolidated financial statements incorporated by reference in the Registration Statement for them to be in conformity with generally accepted accounting principles, or (2) the unaudited condensed consolidated financial statements incorporated by reference in the Registration Statement do not comply with the applicable accounting requirements of the Exchange Act as they apply to Form 10-Q and the related published rules and regulations; (B) at the date of the latest available interim balance sheet of the Company and at a subsequent specified date not more than five days prior to the Time of Delivery, there has been any change in the capital stock (except for (I) shares of the Company's Common Stock issued under the Company's Dividend Reinvestment Plan, 1985 Stock Option Plan or Employee Stock Purchase Plan, (II) shares of Common Stock issued upon the conversion of shares of the Company's Convertible Preference Stock or Convertible Debentures, and (III) shares of Preferred Stock purchased or redeemed pursuant to or in anticipation of sinking and purchase funds with respect to the Company's Preferred Stock), or any increase in the long-term debt of the Company, or any decrease in net assets, in each case as compared with amounts shown in the balance sheet as of the date of the latest financial statements incorporated by reference in the Registration Statement, except in each case for changes, increases or decreases which the Registration Statement discloses have occurred or may occur, which were occasioned by the declaration of dividends or which are described in such letter; or (C) for the 12-month period for which the latest unaudited financial statements are available, there were any decreases, as compared with the latest 12-month period for which financial statements are incorporated by reference in the Prospectus, in operating revenues, net income and earnings available for common stock, except in each case for decreases which the Registration Statement discloses have occurred or may occur, which were occasioned by the declaration of dividends or which are described in such letter; and (iv) They have performed certain other specified procedures with respect to certain amounts and percentages set forth in the Registration Statement or in the documents incorporated by reference therein, as have been requested by your counsel and approved by the Company, and have found them to be in agreement with the records of the Company and the computations to be arithmetically correct. (e) At the Time of Delivery, you shall have received a certificate, dated the Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of the Time of Delivery with the same effect as if made at and as of the Time of Delivery; provided, that, (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment, (B) if the Prospectus Supplement shall have been filed pursuant to Rule 424 under the Act, the Prospectus referred to in Sections 1(b), (c), (e), (f) and (g) hereof shall be deemed, for the purposes of such certificate, to be the Prospectus as so supplemented or completed, and (C) the Company's representations and warranties with respect to the accuracy and sufficiency of the Prospectus shall not apply to any statements or omissions in the Prospectus Supplement or the Completed Prospectus made in reliance upon and in conformity with the information furnished in writing to the Company, by or on behalf of you, specifically for use therein, and (ii) the Company has performed all of its obligations hereunder to be performed at or prior to the Time of Delivery, (iii) if the Company shall have been required to file the Prospectus Supplement or the Completed Prospectus, as the case may be, with the Commission pursuant to Rule 424(b) under the Act, the Company has done so, and (iv) the orders described in Section 6(b) hereof are in full force and effect. (f) All legal proceedings to be taken in connection with the issuance and sale of the Securities shall be satisfactory in form and substance to your counsel. (g) There shall not have been any announcement by any "nationally recognized statistical rating organization", as defined for purposes of Rule 436(g) under the Act, that (i) it is downgrading its rating assigned to the First Mortgage Bonds or Preferred or Preference Stock of the Company, or (ii) it is reviewing its rating assigned to, or placing on credit watch, the First Mortgage Bonds or Preferred or Preference Stock with a view to possible downgrading, or with negative implications, or direction not determined. (h) Subsequent to the date of this Agreement, there shall not have occurred (i) any material change in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated by reference therein at the date thereof), which in your opinion, would materially and adversely affect the market for the Securities, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Prospectus (including the documents incorporated therein by reference at the date thereof) untrue or which, in the opinion of the Company and its counsel or you and your counsel, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in your opinion, adversely affect the market for the Securities. In case any of the conditions specified above in this Section 6 shall not have been fulfilled at the Time of Delivery, this Agreement may be terminated by one or more of you which have agreed to purchase, in the aggregate, 50% or more of the Securities, upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. 7. Conditions of Company's Obligation. The obligation of the ---------------------------------- Company to deliver the Securities at the Time of Delivery shall be subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery; no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference therein shall be in effect at such date; and no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date. (b) At the Time of Delivery, there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provisions unacceptable to the Company by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). In case any of the conditions specified above in this Section 7 shall not have been fulfilled at the Time of Delivery, this Agreement may be terminated by the Company, upon notice thereof to you. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. 8. Indemnifications. (a) The Company agrees to indemnify and ---------------- hold harmless each of you and each person who controls any of you within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or any other statute or common law, and to reimburse each of you and each such controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by you or them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the indemnity agreement contained in this subsection (a) shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of any of you specifically for use in connection with the preparation of the Registration Statement, the Prospectus or any amendment or supplement to either thereof or arising out of or based upon statements in or omissions from that part of the Registration Statement which shall constitute the Statements of Eligibility under the Trust Indenture Act of 1939 of the Trustees under the Indenture; and provided, further, that the indemnity agreement contained in this paragraph shall not inure to the benefit of any of you (or of any of your controlling persons) on account of any losses, claims, damages, liabilities, expenses or actions arising from the sale of any of the Securities to any person if a copy of the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), excluding any document incorporated by reference therein, shall not have been sent or given to such person with or prior to the written confirmation of the sale involved, unless such failure is the result of non-compliance by the Company with Section 5(a) hereof. The indemnity agreement of the Company contained in this Section 8(a) and the representations and warranties of the Company contained in Section 1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any of you or any such controlling person, and shall survive the delivery of the Securities. The indemnity agreement of the Company contained in this Section 8(a) shall be in addition to any liability which the Company may otherwise have to an indemnified party hereunder. (b) Each of you, severally, agrees to indemnify and hold harmless the Company, its directors, each of its officers who shall have signed the Registration Statement and each person who controls the Company within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or any other statute or common law, and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of any of you specifically for use in connection with the preparation of the Registration Statement, the Prospectus or any amendment or supplement to either thereof. Your respective indemnity agreements contained in this Section 8(b) and the representations and warranties of each of you which shall have signed this Agreement contained in Section 12 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person, and shall survive the delivery of the Securities. The indemnity agreement of each of you contained in this Section 8(b) shall be in addition to any liability which you may otherwise have to an indemnified party hereunder. (c) Each of the Company and you, severally, agrees that, upon the receipt of notice of the commencement of any action against it, any of its directors or officers, or any person controlling it as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give a notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties. If the indemnifying party shall elect to assume the defense of such action, any indemnified party or parties who shall be defendant or defendants in such action shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel retained by it or them shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or parties or (ii) counsel chosen by the indemnifying party or parties as aforesaid shall not be satisfactory to the indemnified party or parties or shall for any reason be unable to act for or continue to act for such indemnified party or parties; provided, however, that in any case or cases to which the foregoing clause (ii) shall apply, the indemnifying party or parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such indemnified parties, which firm shall be chosen by the indemnified party or parties and satisfactory to the indemnifying party or parties. If the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Sections 8(a) or (b) hereof shall be due in accordance with its terms but for any reason shall be unavailable or insufficient to hold any indemnified party thereunder harmless in respect of any losses, claims, damages or liabilities referred to therein, the Company and each of you severally shall contribute to the aggregate losses, claims, damages and liabilities to which the Company and one or more of you may be subject, as a result of such losses, claims, damages or liabilities, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and each of you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other equitable considerations including, with respect only to any losses, claims, damages of liabilities referred to in Section 8(a) hereof, relative benefit. Relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or you, on the other, and the parties' relative intent, knowledge and access to information and opportunity to correct or prevent such statement or omission. The relative benefits received by the Company on the one hand and you on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by you with respect to the offering of the Securities. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Company and you agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (i) by any method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d), or (ii) with respect only to any losses, claims, damages or liabilities referred to in Section 8(a) hereof, by pro rata allocation (even if you were treated as one entity for such purpose). The amount paid or payable by a party entitled to contribution as a result of the losses, claims, damages or liabilities referred to above in this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim. For purposes of this Section 8(d), each person, if any, who controls any of you within the meaning of Section 15 of the Act shall have the same rights to contribution as you, and each director, officer of the Company who shall have signed the Registration Statement and person who controls the Company within the meaning of Section 15 of the Act shall have the same rights to contribution as the Company, subject, in each case, to the fourth sentence of this Section 8(d). 9.(a) Termination. This Agreement may be terminated at any time ----------- prior to the Time of Delivery, in your absolute discretion, upon notice thereof to the Company, if prior to the Time of Delivery (i) trading in securities on the New York Stock Exchange, American Stock Exchange or National Association of Securities Dealers Automated Quotation System shall have been suspended, (ii) a general moratorium on commercial banking activities in New York or Oregon shall have been declared by either Federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or other domestic or international calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it impracticable or inadvisable to commence or continue the offering of the Securities at the offering price to the public set forth on the cover page of the Prospectus (or any amendment or supplement thereto) or to enforce contracts for the sale of the Securities by you. This Agreement may also be terminated at any time prior to the Time of Delivery upon notice thereof to the Company if, in the judgment of one or more of you which have agreed to purchase 50% or more of the Securities, the subject matter of any amendment or supplement to the Registration Statement or the Prospectus renders it either inadvisable to proceed with the public offering of the Securities or inadvisable to proceed with the delivery of the Securities to be purchased hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. (b) Notwithstanding any termination of this Agreement pursuant to this Section 9, the provisions of Section 8 hereof shall remain in effect. 10. Notices. All statements, requests, notices and agreements ------- hereunder shall be in writing or by telephone if confirmed in writing within 24 hours, and if to you, shall be sufficient in all respects if delivered or sent by registered mail either to you at your address given on the last page hereof or, if this Agreement shall have been executed on your behalf by a representative as provided in Section 13 hereof, to your representative at its address given on the last page hereof; and if to the Company shall be sufficient in all respects if delivered or sent by registered mail to Northwest Natural Gas Company, One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209, Attention: Treasurer and Controller; provided, however, that any notice to any of you pursuant to Section 8(c) hereof shall be delivered or sent by registered mail to such party at its principal executive offices. 11. Information for Use in Prospectuses. The information ----------------------------------- specified in Schedule I hereto shall be deemed to have been furnished in writing to the Company by you specifically for use therein. 12. Representations and Warranties of Representatives of the -------------------------------------------------------- Underwriters. Each of the undersigned, if any, which has signed this ------------ Agreement as representative of the Several Underwriters represents and warrants to the Company that it has full power and authority (a) to enter into this Agreement on behalf of each of the Underwriters listed in Schedule I hereto, and (b) to act on behalf of each of them with respect to the performance of this Agreement. In all dealings hereunder, the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of all of you made or given either by all of the undersigned representatives jointly or by any of the undersigned representatives individually. 13. Miscellaneous. (a) This Agreement shall be binding upon, and ------------- inure solely to the benefit of, you, the Company and, to the extent provided in Section 8 hereof, the directors and officers of the Company and each person who controls the Company or any of you, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any of you shall be deemed a successor or assign by reason merely of such purchase. (b) This Agreement shall be construed in accordance with the laws of the State of New York. (c) This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. (d) This Agreement has been prepared upon the assumption that there will be more than one Underwriter purchasing the Securities. Consequently, if there should be only one Underwriter named in Schedule I hereto, this Agreement shall be read in that light. If the foregoing is in accordance with your understanding, please sign and return to us the counterparts hereof enclosed, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between you and the Company. Very truly yours, NORTHWEST NATURAL GAS COMPANY By:------------------------------ Title:--------------------------- ACCEPTED at New York, New York, as of the date first above written. [UNDERWRITERS] [ADDRESS] By: [Name of Representative] By:______________________________ Authorized Signatory SCHEDULE I Amounts of Securities Underwriters to be Purchased* ------------ ---------------- Total =============== Supplemental Indenture pursuant to which the Securities will be issued: ______________________________________________________________________ ______ Supplemental Indenture, dated as of __________. Information deemed furnished pursuant to Section 11 of the Agreement; -------------------------------------------------------------------- Information with respect to the price to the public of the Securities set forth on, and the information set forth in the last paragraph of the cover page of and in the _________ paragraph under the caption "Underwriting" in, _______________________. ______________ * Principal amount of debt or number of shares of stock. EXHIBIT A [LETTERHEAD OF BRUCE B. SAMSON] ____________ [UNDERWRITERS] Dear Sirs: With reference to the issuance and sale by Northwest Natural Gas Company (the "Company") pursuant to the Underwriting Agreement, dated ___________ (the "Agreement"), between the Company and you of ________________ in principal amount of First Mortgage Bonds, _______ Series due ____ (the "Securities"), issued under the Company's Mortgage and Deed of Trust, dated as of July 1, 1946, as supplemented by _________ indentures supplemental thereto, the latest dated as of _____________, to Bankers Trust Company and Stanley Burg, as Trustees (such Mortgage, as so supplemented, being hereinafter called the "Indenture"), please be advised that, as General Counsel of the Company, I have participated in the preparation of or reviewed (a) the registration statement relating to the Securities filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") (such registration statement, as it became effective, being hereinafter called the "Registration Statement" and the prospectus constituting a part of the Registration Statement, in the form (i) completed or supplemented, (ii) dated ______________, and (iii) filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated therein by reference pursuant to Item 12 of Form S-3 on the date hereof, being hereinafter called the "Prospectus"); (b) the proceedings before the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission for authority to issue and sell the Securities and the order or orders entered by those Commissions in respect thereto; (c) the Restated Articles of Incorporation of the Company, its Bylaws and the actions taken by its Board of Directors and the Executive Committee thereof authorizing the issuance and sale of the Securities; (d) the Indenture; and (e) such other matters as I have deemed to be necessary to enable me to render the opinions herein expressed. I have not examined the Securities, except a specimen thereof, and have relied upon a certificate of Bankers Trust Company as to the authentication thereof. In my examination of the documents referred to above, I have assumed the authenticity of all such documents submitted to me as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to me as copies. I am of the opinion that: 1. The Company is a validly organized and existing corporation in good standing under the laws of the State of Oregon, is qualified to do business and is in good standing in the State of Washington, and has power (corporate and other) to own its properties and conduct its business as described in the Prospectus. 2. The Company holds valid and subsisting franchises, licenses, permits and consents, free from burdensome restrictions and adequate for the conduct of its business as and to the extent set forth in the Registration Statement. 3. The Indenture has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered, and is a valid and binding instrument enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of mortgagees' and other creditors' rights, and conforms to the description thereof contained in the Prospectus. 4. The Company has good and sufficient title to all the properties described in, and as subject to the lien of, the Indenture and now owned by it subject only to excepted encumbrances as defined in the Indenture, and to minor defects and irregularities customarily found in properties of like size and character, which do not materially impair the use of the property affected thereby in the operation of the business of the Company; the description in the Indenture of said properties is adequate to constitute the Indenture a lien thereon; and the Indenture constitutes a valid, direct first mortgage lien on such properties, which include substantially all of the permanent physical properties and franchises of the Company (other than those expressly excepted), subject only to the exceptions enumerated above in this paragraph. 5. The Securities have been duly and validly authorized and, when the Securities shall have been delivered against payment therefor as provided in the Agreement, they will have been duly and validly issued and will be legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency, or other laws affecting the enforcement of mortgagees' and other creditors' rights and will be entitled to the benefit of the security afforded by the Indenture. 6. The Securities conform as to legal matters with the description thereof contained in the Prospectus. 7. The Registration Statement has become, and on the date hereof is, effective under the Securities Act, and, to the best of my knowledge, no proceedings for a stop order with respect thereto are pending under Section 8 of the Securities Act, and no order directed to the adequacy or accuracy of any document incorporated by reference in the Registration Statement or Prospectus has been issued by the Commission. 8. The Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission have issued orders authorizing the issuance and sale by the Company of the Securities; the issuance and sale of the Securities in accordance with the Agreement are in conformity with the terms of such orders; and no further approval, authorization, consent or other order of any public board or body (other than in connection or in compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required for the issuance and sale of the Securities on the terms and conditions set forth in the Agreement. 9. The Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company. 10. There are no legal, governmental or administrative proceedings pending to which the Company is a party or of which any property of the Company is the subject, other than as set forth in the Prospectus and other than proceedings incident to the kind of business conducted by the Company, the outcome of which would singly or in the aggregate have a materially adverse effect on the financial position, stockholders' equity or results of operations of the Company; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 11. The statements made in the Prospectus as to matters of law and legal conclusions which, as stated therein, have been set forth therein on my authority as an expert, have been reviewed by me and are correct. The descriptions of legal and governmental proceedings contained in the Prospectus are, to the best of my knowledge, accurate and fairly present the information required to be shown therein. 12. The consummation of the transactions contemplated in the Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or the Restated Articles of Incorporation or Bylaws of the Company or any order, rule or regulation of any court or other governmental body having jurisdiction over the Company or any of its property. Based upon my examination of the Registration Statement and the Prospectus and my familiarity, as General Counsel of the Company, with its business and affairs, I have no reason to believe either that the Registration Statement, as of the date that it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, no opinion or belief is expressed herein with respect to the financial statements or other financial data of the Company contained in the Registration Statement or the Prospectus. I am a member of the bars of the States of Oregon and Washington and do not hold myself out as expert on the laws of any other state. I have read the opinions of even date herewith rendered to you by Reid & Priest and Simpson Thacher & Bartlett, and I concur in the conclusions therein expressed, insofar as such conclusions involve questions of Oregon and Washington law. Reid & Priest and Simpson Thacher & Bartlett, as to matters governed by the laws of the State of Oregon or the State of Washington, may rely upon this opinion as if it were addressed directly to each of them; it being understood, however, that this opinion may be relied upon by you and by them only in connection with the issuance and sale of the Securities. This opinion may not be relied upon by you or by them for any other purpose, or relied upon by any other person without, in each instance, my prior written consent. Very truly yours, BRUCE B. SAMSON EXHIBIT B [REID & PRIEST] ______________ [UNDERWRITERS] Dear Sirs: With reference to the issuance and sale by Northwest Natural Gas Company (the "Company") pursuant to the Underwriting Agreement, dated ______________ (the "Agreement"), between the Company and you of ______________ in principal amount of First Mortgage Bonds, ______ Series due ____ (the "Securities"), issued under the Company's Mortgage and Deed of Trust, dated as of July 1, 1946, as supplemented by __________ indentures supplemental thereto, the latest dated as of ____________, to Bankers Trust Company and Stanley Burg, as Trustees (such Mortgage, as so supplemented, being hereinafter called the "Indenture"), please be advised that, as counsel to the Company, we have participated in the preparation of or reviewed (a) the registration statement relating to the Securities filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") (such registration statement, as it became effective, being hereinafter called the "Registration Statement" and the prospectus constituting a part of the Registration Statement, in the form (i) completed or supplemented, (ii) dated ______________ and (iii) filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated therein by reference pursuant to Item 12 of Form S-3 on the date hereof, being hereinafter called the "Prospectus"); (b) the proceedings before the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission for authority to issue and sell the Securities and the order or orders entered by the Commissions in respect thereto; (c) the Restated Articles of Incorporation of the Company, its Bylaws and the actions taken by its Board of Directors and the Executive Committee thereof authorizing the issuance and sale of the Securities; (d) the Indenture; and (e) such other matters as we have deemed to be necessary to enable us to render the opinions herein expressed. We have not examined the Securities, except a specimen thereof, and have relied upon a certificate of Bankers Trust Company as to the authentication thereof. In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. Based upon the foregoing, we are of the opinion that: 1. The Company is a validly organized and existing corporation in good standing under the laws of the State of Oregon, and is qualified to do business and is in good standing in the State of Washington. 2. The Indenture has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered, has been duly qualified under the Trust Indenture Act of 1939, as amended, and is a valid and binding instrument enforceable in accordance with its terms, except as limited by bankruptcy, insolvency or other laws affecting enforcement of mortgagees' and other creditors' rights. 3. The Securities are legal, valid and binding obligations of the Company enforceable in accordance with their terms, except as limited by bankruptcy, insolvency or other laws affecting enforcement of mortgagees' and other creditors' rights and are entitled to the benefit of the security afforded by the Indenture. 4. The Indenture and the Securities conform as to legal matters with the descriptions thereof contained in the Prospectus. 5. The Registration Statement has become, and on the date hereof is, effective under the Securities Act, and, to the best of our knowledge, no proceedings for a stop order with respect thereto are pending under Section 8 of the Securities Act, and no order directed to the adequacy or accuracy of any document incorporated by reference in the Registration Statement or Prospectus has been issued by the Commission. 6. The Registration Statement, as of its effective date, and the Prospectus, as of the time it was filed with the Commission pursuant to Rule 424(b) complied as to form in all material respects with the requirements of the Securities Act, the Trust Indenture Act of 1939, as amended, and the rules and regulations thereunder, and the documents incorporated by reference in the Prospectus on the date hereof complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder at the respective times at which such documents were filed with the Commission, except that we express no opinion with respect to the financial statements and other financial data contained in the Registration Statement or the Prospectus. 7. The Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission have issued orders authorizing the issuance and sale by the Company of the Securities; the issuance and sale of the Securities are in conformity with the terms of such orders; and no further approval, authorization, consent or other order of any public board or body (other than in connection or in compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required for the issuance and sale of the Securities on the terms and conditions set forth in the Agreement. 8. The Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company. In passing upon the form of the Registration Statement and the Prospectus, we necessarily assume the correctness and completeness of the statements made therein by the Company and take no responsibility therefor, except as set forth in paragraph 4 above. In the course of the preparation by the Company of the Registration Statement, we had conferences with certain of its officers and employees and with the General Counsel of the Company. Our examination of the Registration Statement and the Prospectus and our discussions in the above-mentioned conferences did not disclose to us any information which gives us reason to believe either that the Registration Statement, as of the date it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, no opinion or belief is expressed herein with respect to the financial statements or other financial data contained in the Registration Statement or the Prospectus. We are members of the New York Bar and do not hold ourselves out as experts on the laws of the States of Oregon and Washington. As to all matters of Oregon and Washington law (including titles to property and franchises and the lien of the Indenture, upon which we do not pass), we have relied, with your consent, upon an opinion addressed to you of even date herewith of Bruce B. Samson, Esq., General Counsel of the Company, whom we believe to be qualified to pass upon such matters. This opinion may be relied upon by you only in connection with the issuance and sale of the Securities. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, without, in each instance, our prior written consent. Very truly yours, REID & PRIEST EXHIBIT C [Letterhead of Simpson Thacher & Bartlett (A Partnership which Includes Professional Corporations)] ______, 1994 [Representatives] and the other several Underwriters named in Schedule I to the Underwriting Agreement dated ______, 199- with Northwest Natural Gas Company [Address] Dear Sirs: We have acted as your counsel in connection with the purchase by you, pursuant to the Underwriting Agreement dated _____, 199_ (the "Underwriting Agreement") between Northwest Natural Gas Company, an Oregon corporation (the "Company"), and you of $__________ aggregate principal amount of First Mortgage Bonds, _____% Series Due ____ (the "Securities"), of the Company, issued under the Company's Mortgage and Deed of Trust dated as of July 1, 1946, as supplemented by _______ indentures supplemental thereto, the latest dated as of _____, 199_ (said Mortgage and Deed of Trust, as so supplemented, being herein called the "Mortgage"), to Bankers Trust Company (the "Corporate Trustee") and Stanley Burg (successor Individual Trustee), as Trustees (the "Trustees"). We have examined the Registration Statement on Form S-3 (File No. 33-______) filed by the Company under the Securities Act of 1933, as amended (the "Act"), as it became effective under the Act (the "Registration Statement"); the Company's prospectus dated ______, 1994, as supplemented by the prospectus supplement dated _____, 199_ (the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Act, which pursuant to Form S-3 incorporates by reference or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 199_, and ____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); and the Mortgage. In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the Securities, of which we have examined a specimen), and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we hereby advise you that in our opinion: 1. The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Oregon. 2. The Mortgage has been duly authorized, executed and delivered by the Company and duly qualified under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), and, assuming due authorization, execution and delivery thereof by the Trustees, constitutes a valid and legally binding instrument of the Company enforceable against the Company in accordance with its terms. 3. The Securities have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Corporate Trustee and upon payment and delivery in accordance with the Underwriting Agreement, will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits of the Mortgage. 4. The statements made in the Prospectus under the captions "Description of the New Bonds" and ________, insofar as they purport to constitute summaries of the terms of documents referred to therein, constitute accurate summaries of the terms of such documents in all material respects. 5. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 6. The Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission have issued orders authorizing the issuance and sale by the Company of the Securities; the issuance and sale of the Securities in accordance with the Underwriting Agreement are in conformity with the terms of such orders; and no other approval or consent of any Federal, Oregon or Washington governmental body (except for any approval or consent under state "blue sky" or securities laws, as to which we express no opinion) is required for the issuance and sale of the Securities to you on the terms and conditions set forth in the Underwriting Agreement. Our opinions set forth in paragraphs 2 and 3 above are subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. All legal proceedings taken by the Company in connection with the authorization and delivery of the Securities, and the legal opinions dated the date hereof, rendered to you by Bruce B. Samson, Esq., General Counsel of the Company, and Reid & Priest, counsel for the Company, are in form satisfactory to us. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the States of Oregon and/or Washington, we have relied upon the aforesaid opinion of Bruce B. Samson, Esq. We express no opinion on matters relating to titles to property, franchises or the lien of the Mortgage. We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement, the Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraph 4 above. In the course of the preparation by the Company of the Registration Statement and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain officers and employees of the Company, with representatives of Deloitte & Touche and with counsel to the Company. We did not prepare the Exchange Act Documents or review the Exchange Act Documents prior to their filing with the Commission. Based upon our examination of the Registration Statement, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of its effective date, and the Prospectus, as of ____________, 199__, complied as to form in all material respects with the requirements of the Act, the Trust Indenture Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that the Registration Statement [, as of its effective date (including the Exchange Act Documents on file with the Commission on such effective date,] [, as of the date of filing of the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 199_ (including such Annual Report for the fiscal year ended December 31, 199_),] contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus (including the Exchange Act Documents) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the law of the State of New York and the Federal law of the United States and, to the extent set forth herein and in reliance solely upon the aforesaid opinion of Bruce B. Samson, Esq., the laws of the States of Oregon and Washington. This opinion is rendered to you in connection with the above described transactions. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent. Very truly yours, EX-1 3 EXHIBIT 1(B) UNDERWRITING AGREEMENT EXHIBIT 1(b) UNDERWRITING AGREEMENT ---------------------- NORTHWEST NATURAL GAS COMPANY Common Stock Price to the Company: $_____ per Share __________ __, 1994 To the Underwriters named in Schedule I hereto Dear Sirs: Northwest Natural Gas Company, an Oregon corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to you the aggregate number of shares of its Common Stock set forth opposite your respective names in Schedule I hereto, at the price to the Company set forth above. In addition, for the sole purpose of covering over-allotments in connection with the sale of such securities, the Company proposes to grant to you an option (the "Option") to purchase from the Company, in the same proportions as set forth in Schedule I hereto, not more than an additional ________ shares of its Common Stock, exercisable within the period of 30 days from the date hereof, at the Price to the Company set forth above. As used herein (except in Sections 2, 4 and 6 hereof where it shall include only the aggregate amount of Common Stock set forth in Schedule I hereto), the term "Securities" shall be deemed to include both the aggregate amount of Common Stock set forth in Schedule I hereto and the aggregate amount of Common Stock to be purchased by you upon the exercise of the Option. 1. Representations and Warranties of the Company. The Company --------------------------------------------- represents and warrants to, and agrees with, each of you that: (a) A registration statement with respect to the Securities has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") under the Act, has been filed with the Commission and has become effective. Copies of the registration statement, together with all amendments, if any, and of the prospectus contained therein, in the form in which it became effective, including the documents incorporated in such prospectus by reference, have heretofore been delivered to you. The registration statement in the form in which it most recently became effective, including all exhibits thereto, is referred to hereinafter as the "Registration Statement". The prospectus, including the documents incorporated therein by reference, contained in the Registration Statement is referred to hereinafter as the "Prospectus"; provided, that, when, on or after the date hereof, the Prospectus shall be supplemented with respect to the Securities (the "Prospectus Supplement") or shall be completed pursuant to Rule 430A (the "Completed Prospectus"), in a filing with the Commission pursuant to Rule 424(b) under the Act, "Prospectus", for all purposes of this Agreement, except this Section 1, shall mean the Prospectus as so supplemented or completed; (b) No stop order with respect to the Registration Statement has been issued by the Commission under the Act and no proceeding therefor of which the Company has received notice has been instituted; the Registration Statement, at the time it became effective, conformed in all material respects to the requirements of the Act and the Rules and Regulations; on the date hereof, neither the Registration Statement nor the Prospectus contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circum- stances under which they were made, not misleading; and each document incorporated by reference in the Prospectus and filed pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") conformed when so filed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations thereunder; (c) Since the respective dates as of which information is given in the Prospectus, there has not been any material adverse change in the business, property or financial condition of the Company, and there has not been any material transaction entered into by the Company other than transactions in the ordinary course of business and transactions referred to in, or contemplated by, the Prospectus; and the Company does not have any material contingent obligation which is not disclosed in the Prospectus; (d) The consummation by the Company of the transactions herein contemplated and the fulfillment of the terms hereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust or other agreement or instrument to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or any order, rule or regulation applicable to the Company of any court or governmental agency or body having jurisdiction over the Company or any of its properties; no approval, authorization, consent or order of any public board or body is legally required for the issuance and sale of the Securities by the Company hereunder, except such as may be issued by the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission or be required under the Act or state securities laws; (e) The financial statements, together with related notes, incorporated by reference in the Prospectus present fairly the financial position and the results of operations of the Company on the bases set forth in such statements and related notes at the dates or for the periods to which they apply; and such statements and related notes have been prepared in accordance with generally accepted principles of accounting, consistently applied throughout the periods involved, except as otherwise stated therein; (f) The Company is a validly organized and existing corporation in good standing under the laws of the State of Oregon, and is qualified to do business and is in good standing as a foreign corporation in the State of Washington, with power (corporate and other) to own its properties and conduct its business as described in the Prospectus and each of the Company's subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full power and authority to own or lease its properties and conduct its business, and is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business conducted by it or the location of the properties owned or leased by it makes such qualification necessary; (g) All of the outstanding shares of the capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable; when the Securities shall have been delivered against payment therefor as provided herein, they will have been duly and validly authorized and issued and fully paid and non-assessable; and the Securities conform to the description thereof contained in the Prospectus; and (h) Other than as set forth in the Prospectus, there are no legal, governmental or administrative proceedings pending to which the Company is a party or of which any property of the Company is the subject, the outcome of which, in the opinion of the Company, would singly or in the aggregate have a material adverse effect on the business, property or financial position of the Company; and, to the best of the Company's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 2. Purchase and Sale. Subject to the terms and conditions ----------------- herein set forth, the Company agrees to sell to each of you, and each of you agrees, severally and not jointly, to purchase from the Company, at the Price to the Company set forth in Schedule I hereto, the Securities in the amounts set forth opposite your respective names in Schedule I hereto. In addition, the Company hereby grants to you the Option. The Option may be exercised, in whole or in part, on one occasion during the term thereof by written notice from you to the Company. Such notice shall set forth the number of shares of Common Stock (the "Option Shares") as to which the Option is being exercised and specify the date of delivery of, and payment for, such shares, which date shall be neither earlier than the latter of the Time of Delivery or the second business day after the date of exercise nor later than the seventh business day after the date of exercise. 3. Offering. Subject to the terms and conditions herein set -------- forth, you will make an offering of the Securities upon the terms and conditions set forth in the Prospectus. 4. Payment and Delivery. Delivery of the Securities and payment -------------------- therefor, in Federal or other immediately available funds [New York Clearing House funds] payable to the order of the Company, shall be made at the office of Reid & Priest, 40 West 57th Street, New York, New York, at 10:00 A.M., New York City time, on the fifth business day after the date hereof, or at such other place, time and date as shall be agreed upon in writing by the Company and you. The hour and date of such delivery and payment are herein called the "Time of Delivery". The Securities shall be delivered to you for your respective accounts in fully registered form and in such authorized denominations and registered in such names as you may reasonably request in writing not later than 2:00 P.M., New York City time, on the second business day after the date hereof, or to the extent not so requested, registered in your respective names in such authorized denominations as the Company shall determine. The Company agrees to make the Securities available to you for checking purposes not later than 2:00 P.M., New York City time, on the last full business day preceding the Time of Delivery, at the office of Bankers Trust Company, or at such other place, time or date as may be agreed upon between the Company and you. Delivery of the Option Shares and payment therefor, in New York Clearing House funds payable to the order of the Company, shall be made at the office of Reid & Priest, 40 West 57th Street, New York, New York, at 10:00 A.M., New York City time, on the date specified by you in accordance with Section 2 hereof, or at such other place, time and date as shall be agreed upon in writing by the Company and you. The hour and date of such delivery and payment are herein called the "Option Shares Time of Delivery". The Option Shares shall be delivered to you for your respective accounts in fully registered form and in such authorized denominations and registered in such names as you may reasonably request in writing not later than 2:00 P.M., New York City time, on the second business day preceding the Option Shares Time of Delivery, or to the extent not so requested, registered in your respective names in such authorized denominations as the Company shall determine. The Company agrees to make the Option Shares available to you for checking purposes not later than 2:00 P.M., New York City time, on the last full business day preceding the Option Shares Time of Delivery, at the office of Bankers Trust Company, or at such other place, time or date as may be agreed upon between the Company and you. If any one or more of you shall default on your obligation or obligations to purchase and pay for the Securities which you have agreed herein to purchase and pay for (such of you which shall have so defaulted being referred to herein as the "Defaulting Underwriter"), the Company shall immediately give written notice thereof to each of you which shall not have so defaulted (the "Non-defaulting Underwriters") or, if one or more of you shall have executed this Agreement as the representative or representatives of the Underwriters named in Schedule I hereto, to such representative or representatives, and the Non-defaulting Underwriters shall have the right, within 24 hours after the receipt of such notice by the Non-defaulting Underwriters or their representative or representatives, to determine to purchase or to procure one or more others, members of the National Association of Securities Dealers, Inc. ("NASD") and satisfactory to the Company, to purchase, upon the terms herein set forth, the amount of the Securities which the Defaulting Underwriter so agreed to purchase. If the Non-defaulting Underwriters shall determine to exercise such right, they shall give notice to the Company of such determination within 24 hours after their receipt of notice from the Company of such default, and, thereupon, the Time of Delivery shall be postponed for such period, not exceeding three business days, as the Company shall determine, in order that the required changes in the Registration Statement, the Prospectus and any other documents or arrangements may be effected. If, in the event of such a default, the Non-defaulting Underwriters shall fail to give such notice or, within such 24-hour period, shall give notice to the Company that the Non-defaulting Underwriters will not exercise such right, this Agreement may be terminated by the Company, upon notice given to the Non- defaulting Underwriters (or their representative or representatives), within a further period of 24 hours. If the Company shall not elect to so terminate this Agreement, it shall have the right: (a) to require the Non-defaulting Underwriters to purchase and pay for the respective amounts of the Securities which they have severally agreed to purchase hereunder and, in addition, to purchase and pay for (in proportion to their respective commitments hereunder except as may be otherwise determined by the Non-defaulting Underwriters) the amount of the Securities which the Defaulting Underwriter shall have failed to purchase up to 10% of the respective amounts of the Securities which the Non-defaulting Underwriters have otherwise agreed to purchase, and/or (b) to procure one or more others, members of the NASD, to purchase, upon the terms herein set forth, the amount of the Securities which the Defaulting Underwriter agreed to purchase or that portion thereof which the Non-defaulting Underwriters shall not be obligated to purchase pursuant to the foregoing clause (a). In the event the Company shall exercise its rights under (a) and/or (b) above, the Company shall give notice thereof to the Non-defaulting Underwriters (or their representative or representatives) within such further period of 24 hours, and, thereupon, the Time of Delivery shall be postponed for such period, not exceeding three business days, as the Company shall determine, in order that the required changes in the Registration Statement, the Prospectus and any other documents or arrangements may be effected. Any action taken by the Company under this Section 4 shall not relieve any Defaulting Underwriter from liability in respect of its obligations under this Agreement. Termination by the Company under this Section 4 shall be without liability on the part of the Company or any Non- defaulting Underwriter; provided, however, that such termination shall not affect the payment obligations set forth in Section 5 hereof. 5. Covenants of the Company. The Company agrees with each of ------------------------ you that it will: (a) Promptly deliver to you a copy of the Registration Statement and of all amendments thereto (in each case including copies of all documents (other than exhibits) incorporated therein by reference and all exhibits filed therewith), either signed or certified by an officer of the Company, and including a copy of each consent and opinion included therein or filed as an exhibit thereto, either signed or certified by an officer of the Company, and as many unsigned copies of the Registration Statement and such amendments, as you may reasonably request. The Company also will deliver to you as soon as practicable after the date of this Agreement and thereafter from time to time, during such period of time as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of the Prospectus, including any amendments or supplements thereto, as you may reasonably request for the purposes of the Act. (b) Promptly advise you (i) when any amendment of the Registration Statement shall have become effective, (ii) of any request by the Commission for any amendment of the Registration Statement or the Prospectus, and (iii) of the issuance of any stop order under the Act with respect to the Registration Statement or the institution of any proceedings therefor of which the Company shall have received notice. The Company will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus unless the Company has furnished to you a copy for your review prior to filing. (c) Pay all expenses and taxes (excluding any transfer taxes) in connection with (i) the preparation and filing by it of the Registration Statement and the Prospectus, (ii) the preparation and delivery of this Agreement, (iii) all corporate and regulatory actions precedent to the issuance and delivery of the Securities, (iv) the issuance and delivery of the Securities, (v) except as provided in Section 5(d) hereof, the printing and delivery to you of reasonable quantities of the Registration Statement, the Prospectus and any amendment or supplement, (vi) the fees and expenses of any transfer agent and registrar, and (vii) the qualification of the Securities for offering and sale under state securities laws, including the fees, not to exceed $5,000, and disbursements of your counsel in connection with such qualification and in connection with blue sky surveys. (d) During such period of time (not exceeding nine months) after the effective date of the Registration Statement as you may be required by law to deliver a prospectus, if either the Company shall become aware or you shall advise the Company in writing of the occurrence of any event which should be set forth in a supplement to or an amendment of the Prospectus in order to make the Prospectus not misleading in the light of then existing circumstances, the Company will forthwith, at its expense, prepare and furnish to you a reasonable number of copies of a supplement or an amendment to the Prospectus which will supplement or amend the Prospectus so that as so supplemented or amended it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of then existing circumstances, not misleading. In case any of you shall be required to deliver a prospectus after the expiration of nine months from the date of this Agreement, the Company, upon your request, will furnish to you, at your expense, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus complying with Section 10(a) of the Act. (e) Make generally available to its security holders, as soon as practicable, an earning statement (which need not be audited) covering a period of 12 months beginning on the first day of the Company's fiscal quarter next succeeding the effective date of the Registration Statement. (f) Furnish such proper information as may be lawfully required and otherwise cooperate in qualifying the Securities for offer and sale under the securities or blue sky laws of such jurisdictions as you may designate, and file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions; provided, however, that the Company shall not be required to qualify as a foreign corporation or dealer in securities, or to file any consents to service of process under the laws of any jurisdiction, or to meet other requirements deemed by the Company to be unduly burdensome. (g) Except for sales of equity securities pursuant to shareholder and employee plans, during the period beginning on the date of this Agreement and continuing to and including the 45th day following the Time of Delivery, not to offer, sell, continue to sell or otherwise dispose of any other of its securities of the same class as the Securities without your prior consent. All fees and disbursements of your counsel (exclusive of fees and expenses of such counsel which are to be paid by the Company as set forth in subsection (vi) of Section 5(c) hereof) shall be paid by you; provided, however, that if this Agreement shall be terminated in accordance with the provisions of Section 6, 7 or 9 hereof, the Company shall reimburse you for the amount of such fees and disbursements. The Company shall not be required to pay any amount for any of your expenses except as provided in the preceding sentence. The Company shall not in any event be liable to any of you for damages on account of the loss of anticipated profits. 6. Conditions of Your Obligations to Purchase the Securities. --------------------------------------------------------- Your several obligations to purchase and pay for the Securities shall be subject to the accuracy in all material respects of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Time of Delivery, and to the following additional conditions: (a) (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery; no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference therein shall be in effect at such date; and no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date, and you shall have received a certificate dated the Time of Delivery and signed by an executive officer of the Company to the effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectus (or any amendment or supplement thereto), any material adverse change in the business, property, financial condition or results of operations of the Company and its subsidiaries taken as a whole; and (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At the Time of Delivery, there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to you by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (c) At the Time of Delivery, you shall have received from Bruce B. Samson, Esq., General Counsel of the Company, Reid & Priest, of counsel to the Company, and Simpson Thacher & Bartlett (a partnership which includes professional corporations), your counsel, opinions, dated the Time of Delivery, in substantially the form and substance prescribed in Exhibits A, B and C hereto. (d) At the Time of Delivery, Deloitte & Touche shall have furnished to you a letter, dated the Time of Delivery, to the effect that: (i) They are independent public accountants with respect to the Company within the meaning of the Act and the applicable published Rules and Regulations; (ii) In their opinion, the financial statements examined by them and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the published rules and regulations thereunder; (iii) On the basis of limited procedures, not constituting an examination made in accordance with generally accepted auditing standards, including a reading of the latest available interim financial statements of the Company, if any, a reading of the minute books of the Company since December 31, 1993, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (A)(1) any material modifications should be made to the unaudited condensed consolidated financial statements incorporated by reference in the Registration Statement for them to be in conformity with generally accepted accounting principles, or (2) the unaudited condensed consolidated financial statements incorporated by reference in the Registration Statement do not comply with the applicable accounting requirements of the Exchange Act as they apply to Form 10-Q and the related published rules and regulations; (B) at the date of the latest available interim balance sheet of the Company and at a subsequent specified date not more than five days prior to the Time of Delivery, there has been any change in the capital stock (except for (I) shares of the Company's Common Stock issued under the Company's Dividend Reinvestment Plan, 1985 Stock Option Plan or Employee Stock Purchase Plan, (II) shares of Common Stock issued upon the conversion of shares of the Company's Convertible Preference Stock or Convertible Debentures, and (III) shares of Preferred Stock purchased or redeemed pursuant to or in anticipation of sinking and purchase funds with respect to the Company's Preferred Stock), or any increase in the long-term debt of the Company, or any decrease in net assets, in each case as compared with amounts shown in the balance sheet as of the date of the latest financial statements incorporated by reference in the Registration Statement, except in each case for changes, increases or decreases which the Registration Statement discloses have occurred or may occur, which were occasioned by the declaration of dividends or which are described in such letter; or (C) for the 12-month period for which the latest unaudited financial statements are available, there were any decreases, as compared with the latest 12-month period for which financial statements are incorporated by reference in the Prospectus, in operating revenues, net income and earnings available for common stock, except in each case for decreases which the Registration Statement discloses have occurred or may occur, which were occasioned by the declaration of dividends or which are described in such letter; and (iv) They have performed certain other specified procedures with respect to certain amounts and percent-ages set forth in the Registration Statement or in the documents incorporated by reference therein, as have been requested by your counsel and approved by the Company, and have found them to be in agreement with the records of the Company and the computations to be arithmetically correct. (e) At the Time of Delivery, you shall have received a certificate, dated the Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of the Time of Delivery with the same effect as if made at and as of the Time of Delivery; provided, that, (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment, (B) if the Prospectus Supplement or the Completed Prospectus shall have been filed pursuant to Rule 424 under the Act, the Prospectus referred to in Sections 1(b), (c), (e), (f) and (g) hereof shall be deemed, for the purposes of such certificate, to be the Prospectus as so supplemented or completed, and (C) the Company's representations and warranties with respect to the accuracy and sufficiency of the Prospectus shall not apply to any statements or omissions in the Prospectus Supplement or the Completed Prospectus made in reliance upon and in conformity with the information furnished in writing to the Company, by or on behalf of you, specifically for use therein, (ii) the Company has performed all of its obligations hereunder to be performed at or prior to the Time of Delivery, (iii) if the Company shall have been required to file the Prospectus Supplement or the Completed Prospectus, as the case may be, with the Commission pursuant to Rule 424(b) under the Act, the Company has done so, and (iv) the orders described in Section 6(b) hereof are in full force and effect. (f) All legal proceedings to be taken in connection with the issuance and sale of the Securities shall be satisfactory in form and substance to your counsel. (g) There shall not have been any announcement by any "nationally recognized statistical rating organization", as defined for purposes of Rule 436(g) under the Act, that (i) it is downgrading its rating assigned to any debt securities or preferred or preference stock of the Company, or (ii) it is reviewing its rating assigned to, or placing on credit watch, any debt securities or preferred or preference stock of the Company with a view to downgrading, or with negative implications, or direction not determined. (h) Subsequent to the date of this Agreement, there shall not have occurred (i) any material change in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated by reference therein at the date thereof), which in your opinion, would materially and adversely affect the market for the Securities, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Prospectus (including the documents incorporated therein by reference at the date thereof) untrue or which, in the opinion of the Company and its counsel or you and your counsel, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus to reflect such event or development would, in your opinion, adversely affect the market for the Securities. (i) The Securities shall be approved for trading, or shall be capable of being traded, in the over-the-counter market. In case any of the conditions specified above in this Section 6 shall not have been fulfilled at the Time of Delivery, this Agreement may be terminated by one or more of you which have agreed to purchase, in the aggregate, 50% or more of the Securities, upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. 6A. Conditions to Your Obligations to Purchase Option Shares. Your -------------------------------------------------------- several obligations to purchase and pay for the Option Shares shall be subject to the accuracy in all material respects of the representations and warranties of the Company set forth in Section 1 hereof as of the date hereof, to the accuracy of the statements of the officers of the Company made in any certificate given pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to be performed at or prior to the Option Shares Time of Delivery, and to the following additional conditions: (a) (i) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Option Shares Time of Delivery; no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference therein shall be in effect at such date; and no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date, and you shall have received a certificate dated the Option Shares Time of Delivery and signed by an executive officer of the Company to the effect that no such order is in effect and that no proceedings for any such purpose are pending before, or to the knowledge of the Company threatened by, the Commission; (ii) there shall not have been any change in the capital stock of the Company nor any material increase in the short-term or long-term debt of the Company (other than in the ordinary course of business) from that set forth or contemplated in the Registration Statement or the Prospectus (or any amendment or supplement thereto); (iii) there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus (or any amendment or supplement thereto), except as may otherwise be stated in the Registration Statement and Prospectus (or any amendment or supplement thereto) any material adverse change in the business, property, financial condition or results of operations of the Company and its subsidiaries taken as a whole; (iv) the Company and its subsidiaries shall not have any liabilities or obligations, direct or contingent (whether or not in the ordinary course of business), that are material to the Company and its subsidiaries taken as a whole, other than those reflected in the Registration Statement or the Prospectus (or any amendment or supplement thereto). (b) At the Option Shares Time of Delivery there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provision unacceptable to you by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). (c) At the Option Shares Time of Delivery, you shall have received from Bruce B. Samson, Esq., General Counsel of the Company, Reid & Priest, of counsel to the Company, and Simpson Thacher & Bartlett (a partnership which includes professional corporations), your counsel, opinions, dated the Option Shares Time of Delivery, with respect to the Option Shares in substantially the form and substance prescribed in Exhibits A, B and C hereto. (d) At the Option Shares Time of Delivery, Deloitte & Touche shall have furnished to you a letter, dated the Option Shares Time of Delivery, to the effect set forth in Section 6(d) hereof. (e) At the Option Shares Time of Delivery, you shall have received a certificate, dated the Option Shares Time of Delivery and signed by an executive officer of the Company, to the effect that (i) the Company's representations and warranties set forth in Section 1 hereof are true and correct at and as of the Option Shares Time of Delivery with the same effect as if made at and as of the Option Shares Time of Delivery; provided, that, (A) if any post-effective amendment to the Registration Statement shall have been filed subsequent to the date hereof, the Registration Statement referred to in Section 1(b) hereof shall be deemed, for the purposes of such certificate, to include such amendment, (B) if the Prospectus Supplement or the Completed Prospectus shall have been filed pursuant to Rule 424 under the Act, the Prospectus referred to in Sections 1(b), (c), (e), (f) and (g) hereof shall be deemed, for the purposes of such certificate, to be the Prospectus as so supplemented or completed, and (C) the Company's representations and warranties with respect to the accuracy and sufficiency of the Prospectus shall not apply to any statements or omissions in the Prospectus Supplement or the Completed Prospectus made in reliance upon and in conformity with the information furnished in writing to the Company, by or on behalf of you, specifically for use therein, (ii) the Company has performed all of its obligations hereunder to be performed at or prior to the Option Shares Time of Delivery, (iii) if the Company shall have been required to file the Prospectus Supplement or the Completed Prospectus, as the case may be, with the Commission pursuant to Rule 424(b) under the Act, the Company has done so, and (iv) the orders described in Section 6A(b) hereof are in full force and effect. (f) All legal proceedings to be taken in connection with the issuance and sale of the Securities shall be satisfactory in form and substance to your counsel. (g) There shall not have been any announcement by any "nationally recognized statistical rating organization", as defined for purposes of Rule 436(g) under the Act, that (i) it is downgrading its rating assigned to any debt securities or preferred or preference stock of the Company, or (ii) it is reviewing, or placing on credit watch, its rating assigned to any debt securities or preferred or preference stock of the Company with a view to possible downgrading, or with negative implications, or direction not determined. (h) Subsequent to the date of this Agreement, there shall not have occurred (i) any material adverse change, in or affecting the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole not contemplated by the Prospectus or any amendment or supplement thereto (including the documents incorporated therein by reference at the date thereof), which in your opinion, would materially, adversely affect the market for the Securities, or (ii) any event or development relating to or involving the Company or any officer or director of the Company which makes any statement made in the Prospectus or any amendment or supplement thereto (including the documents incorporated therein by reference at the date thereof), untrue or which, in the opinion of the Company and its counsel or you and your counsel, requires the making of any addition to or change in the Prospectus or any amendment or supplement thereto in order to state a material fact required by the Act to be stated therein or necessary in order to make the statements therein not misleading, if amending or supplementing the Prospectus, to reflect such event or development would, in your opinion, adversely affect the market for the Securities. (i) The Securities shall be approved for trading, or shall be capable of being traded, in the over-the-counter market. In case any of the conditions specified above in this Section 6A shall not have been fulfilled at the Option Shares Time of Delivery, this Agreement may be terminated as to the parties' obligations in respect of the Option Shares by one or more of you which have agreed to purchase, in the aggregate, 50% or more of the Securities, upon notice thereof to the Company. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. 7. Conditions of Company's Obligation. The obligation of the ---------------------------------- Company to deliver the Securities (other than the Option Shares) at the Time of Delivery and the Option Shares at the Option Shares Time of Delivery shall be subject to the following conditions: (a) No stop order suspending the effectiveness of the Registration Statement shall be in effect at the Time of Delivery or the Option Shares Time of Delivery, as the case may be; no order of the Commission directed to the adequacy or accuracy of any document incorporated by reference therein shall be in effect at such date; and no proceedings for any such purpose shall be pending before, or threatened by, the Commission on such date. (b) At the Time of Delivery or the Option Shares Time of Delivery, as the case may be, there shall be in full force and effect orders of the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission authorizing the issuance and sale of the Securities on the terms and conditions herein set forth, and containing no provisions unacceptable to the Company by reason of the fact that it is materially adverse to the Company (it being understood that no order in effect on the date hereof contains any such unacceptable provision). In case any of the conditions specified above in this Section 7 shall not have been fulfilled at the Time of Delivery or the Option Shares Time of Delivery, as the case may be, this Agreement may be terminated by the Company, upon notice thereof to you. Any such termination shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. 8. Indemnifications. ---------------- (a) The Company agrees to indemnify and hold harmless each of you and each person who controls any of you within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which you and they or any of you or them may become subject under the Act, the Exchange Act or any other statute or common law, and to reimburse each of you and each such controlling person for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by you or them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any actions, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus as amended or supplemented (if any amendments or supplements thereto shall have been furnished) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that the indemnity agreement contained in this subsection (a) shall not apply to any such losses, claims, damages, liabilities, expenses or actions arising out of, or based upon, any such untrue statement or alleged untrue statement, or any such omission or alleged omission, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of any of you specifically for use in connection with the preparation of the Registration Statement, the Prospectus or any amendment or supplement to either thereof; and provided, further, that the indemnity agreement contained in this paragraph shall not inure to the benefit of any of you (or of any of your controlling persons) on account of any losses, claims, damages, liabilities, expenses or actions arising from the sale of any of the Securities to any person if a copy of the Prospectus, as amended or supplemented (if any amendments or supplements thereto shall have been furnished), excluding any document incorporated by reference therein, shall not have been sent or given to such person with or prior to the written confirmation of the sale involved, unless such failure is the result of non-compliance by the Company with Section 5(a) hereof. The indemnity agreement of the Company contained in this Section 8(a) and the representations and warranties of the Company contained in Section 1 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of any of you or any such controlling person, and shall survive the delivery of the Securities. The indemnity agreement of the Company contained in this Section 8(a) shall be in addition to any liability which the Company may otherwise have to an indemnified party hereunder. (b) Each of you, severally, agrees to indemnify and hold harmless the Company, its directors, each of its officers who shall have signed the Registration Statement and each person who controls the Company within the meaning of Section 15 of the Act against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Act, the Exchange Act or any other statute or common law, and to reimburse each of them for any legal or other expenses (including, to the extent hereinafter provided, reasonable counsel fees) incurred by them in connection with investigating any such losses, claims, damages or liabilities or in connection with defending any action, insofar as such losses, claims, damages, liabilities, expenses or actions arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or Prospectus as amended or supplemented (if any amendments or sup- plements thereto shall have been furnished) or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Company by or on behalf of any of you specifically for use in connection with the preparation of the Registration Statement, the Prospectus or any amendment or supplement to either thereof. Your respective indemnity agreements contained in this Section 8(b) and the representations and warranties of each of you which shall have signed this Agreement contained in Section 12 hereof shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person, and shall survive the delivery of the Securities. The indemnity agreement of each of you contained in this Section 8(b) shall be in addition to any liability which you may otherwise have to an indemnified party hereunder. (c) Each of the Company and you, severally, agrees that, upon the receipt of notice of the commencement of any action against it, any of its directors or officers, or any person controlling it as aforesaid, in respect of which indemnity may be sought on account of any indemnity agreement contained herein, it will promptly give a notice of the commencement thereof to the party or parties against whom indemnity shall be sought hereunder, but the omission so to notify such indemnifying party or parties of any such action shall not relieve such indemnifying party or parties from any liability which it or they may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, such indemnifying party shall be entitled to participate at its own expense in the defense or, if it so elects, to assume (in conjunction with any other indemnifying parties) the defense of such action, in which event such defense shall be conducted by counsel chosen by such indemnifying party or parties. If the indemnifying party shall elect to assume the defense of such action, any indemnified party or parties who shall be defendant or defendants in such action shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel retained by it or them shall be at the expense of such indemnified party or parties unless (i) the employment of such counsel has been specifically authorized in writing by the indemnifying party or parties or (ii) counsel chosen by the indemnifying party or parties as aforesaid shall not be satisfactory to the indemnified party or parties or shall for any reason be unable to act for or continue to act for such indemnified party or parties; provided, however, that in any case or cases to which the foregoing clause (ii) shall apply, the indemnifying party or parties shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for all such indemnified parties, which firm shall be chosen by the indemnified party or parties and satisfactory to the indemnifying party or parties. If the indemnifying party shall elect not to assume the defense of such action, such indemnifying party will reimburse such indemnified party or parties for the reasonable fees and expenses of any counsel retained by them. (d) In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Sections 8(a) or (b) hereof shall be due in accordance with its terms but for any reason shall be unavailable or insufficient to hold any indemnified party thereunder harmless in respect of any losses, claims, damages or liabilities referred to therein, the Company and each of you severally shall contribute to the aggregate losses, claims, damages and liabilities to which the Company and one or more of you may be subject, as a result of such losses, claims, damages or liabilities, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and each of you on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities as well as any other equitable considerations, including, with respect only to any losses, claims, damages or liabilities referred to in Section 8(a) hereof, relative benefit. Relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or you, on the other, and the parties' relative intent, knowledge and access to information and opportunity to correct or prevent such statement or omission. The relative benefits received by the Company on the one hand and you on the other shall be deemed to be in the same proportion as the total net proceeds from the offering of the Securities (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by you with respect to the offering of the Securities. Notwithstanding the foregoing, no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Company and you agree that it would not be just and equitable if contribution pursuant to this Section 8(d) were determined (i) by any method of allocation which does not take account of the equitable considerations referred to above in this Section 8(d), or (ii) with respect only to any losses, claims, damages or liabilities referred to in Section 8(a) hereof, by pro rata allocation (even if you were treated as one entity for such purpose). The amount paid or payable by a party entitled to contribution as a result of the losses, claims, damages or liabilities referred to above in this Section 8(d) shall be deemed to include any legal or other expenses reasonably incurred by such party in connection with investigating or defending any such action or claim. For purposes of this Section 8(d), each person, if any, who controls any of you within the meaning of Section 15 of the Act shall have the same rights to contribution as you, and each director and officer of the Company who shall have signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Act shall have the same rights to contribution as the Company, subject, in each case, to the fourth sentence of this Section 8(d). 9. Termination. ----------- (a) This Agreement shall be subject to termination at any time prior to the Time of Delivery, or your exercise of the Option may be rescinded at any time prior to the Option Shares Time of Delivery, in your absolute discretion, upon notice thereof to the Company, if prior to the Time of Delivery or the Option Shares Time of Delivery, as the case may be, (i) trading in securities generally on the New York Stock Exchange, American Stock Exchange or National Association of Securities Dealers Automated Quotations System shall have been suspended or materially limited, (ii) a general moratorium on commercial banking activities in New York or Oregon shall have been declared by either Federal or state authorities, or (iii) there shall have occurred any outbreak or escalation of hostilities or other international or domestic calamity, crisis or change in political, financial or economic conditions, the effect of which on the financial markets of the United States is such as to make it, in your judgment, impracticable or inadvisable to commence or continue the offering of the Securities at the offering price to the public set forth on the cover page of the Prospectus (or any amendment or supplement thereto) or to enforce contracts for the resale of the Securities by you. This Agreement may also be terminated at any time prior to the Time of Delivery, or your exercise of the Option may be rescinded at any time prior to the Option Shares Time of Delivery, upon notice thereof to the Company if, in the judgment of one or more of you which have agreed to purchase 50% or more of the Securities, the subject matter of any amendment or supplement to the Registration Statement or the Prospectus renders it either inadvisable to proceed with the public offering of the Securities or inadvisable to proceed with the delivery of the Securities to be purchased hereunder. Any termination of this Agreement pursuant to this Section 9 shall be without liability of any party to any other party, except as otherwise provided in Section 5 hereof. (b) Notwithstanding any termination of this Agreement pursuant to this Section 9, the provisions of Section 8 hereof shall remain in effect. 10. Notices. All statements, requests, notices and agreements ------- hereunder shall be in writing or by telephone if confirmed in writing within 24 hours, and if to you, shall be sufficient in all respects if delivered or sent by registered mail either to you at your address given on the last page hereof or, if this Agreement shall have been executed on your behalf by a representative as provided in Section 13 hereof, to your representative at its address given on the last page hereof; and if to the Company shall be sufficient in all respects if delivered or sent by registered mail to Northwest Natural Gas Company, One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209, Attention: Treasurer and Controller; provided, however, that any notice to any of you pursuant to Section 8(c) hereof shall be delivered or sent by registered mail to such party at its principal executive offices. 11. Information for Use in Prospectuses. The information ----------------------------------- specified in Schedule I hereto shall be deemed to have been furnished in writing to the Company by you specifically for use therein. 12. Representations and Warranties of Representatives of the -------------------------------------------------------- Underwriters. Each of the undersigned, if any, which has signed this ------------ Agreement as representative of the several Underwriters represents and warrants to the Company that it has full power and authority (a) to enter into this Agreement on behalf of each of the Underwriters listed in Schedule I hereto, and (b) to act on behalf of each of them with respect to the performance of this Agreement. In all dealings hereunder, the Company shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of all of you made or given either by all of such undersigned representatives jointly or by any of such undersigned representatives individually. 13. Miscellaneous. ------------- (a) This Agreement shall be binding upon, and inure solely to the benefit of, you, the Company and, to the extent provided in Section 8 hereof, the directors and officers of the Company and each person who controls the Company or any of you, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any of you shall be deemed a successor or assign by reason merely of such purchase. (b) This Agreement shall be construed in accordance with the laws of the State of New York. (c) This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. (d) This Agreement has been prepared upon the assumption that there will be more than one Underwriter purchasing the Securities. Consequently, if there should be only one Underwriter named in Schedule I hereto, this Agreement shall be read in that light. If the foregoing is in accordance with your understanding, please sign and return to us the counterparts hereof enclosed, and upon the acceptance hereof by you, this letter and such acceptance hereof shall constitute a binding agreement between you and the Company. Very truly yours, NORTHWEST NATURAL GAS COMPANY By:__________________________________ Title:_______________________________ ACCEPTED at New York, New York, as of the date first above written. [UNDERWRITERS] By: [Name of Representative] By_________________________________________ Authorized Signatory For themselves and as Representatives of the other Underwriters named in Schedule I to this Underwriting Agreement. Address: SCHEDULE I Amounts of Securities Underwriters to be Purchased* ------------ --------------- Total ================= Information deemed furnished pursuant to Section 11 of the Agreement: -------------------------------------------------------------------- Information with respect to the price to the public of the Securities set forth on, and the information set forth in the last paragraph of the cover page of, and in the ____ paragraph under the caption "Underwriting" in, the _______________. ----------------- * Principal amount of debt or number of shares of stock. EXHIBIT A [Bruce B. Samson, Esq.] _____________ __, 1994 [UNDERWRITERS] Dear Sirs: With reference to the issuance and sale by Northwest Natural Gas Company (the "Company") pursuant to the Underwriting Agreement, dated ____________ __, 1994 (the "Agreement"), between the Company and you of __________ shares of the Company's Common Stock (the "Securities"), please be advised that, as General Counsel of the Company, I have participated in the preparation of or reviewed (a) the registration statement relating to the Securities filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") (such registration statement, as it became effective, being hereinafter called the "Registration Statement" and the prospectus constituting a part of the Registration Statement, in the form (i) completed or supplemented, (ii) dated ___________ __, 1994, and (iii) filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated therein by reference pursuant to Item 12 of Form S-3 on the date hereof, being hereinafter called the "Pro- spectus"); (b) the proceedings before the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission for authority to issue and sell the Securities and the order or orders entered by the Commissions in respect thereto; (c) the Restated Articles of Incor- poration of the Company, its Bylaws and the actions taken by its Board of Directors and the Executive Committee thereof authorizing the issuance and sale of the Securities; and (d) such other matters as I have deemed to be necessary to enable me to render the opinions herein expressed. I have not examined the Securities, except a specimen thereof, and have relied upon a certificate of the transfer agent and the registrar for the Securities as to the issuance, registration and countersignature thereof. In my examination of the documents referred to above, I have assumed the authenticity of all such documents submitted to me as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to me as copies. Based upon the foregoing, I am of the opinion that: 1. The Company is a validly organized and existing corporation in good standing under the laws of the State of Oregon, is qualified to do business and is in good standing in the State of Washington, and has power (corporate and other) to own its properties and conduct its business as described in the Prospectus. 2. The Company holds valid and subsisting franchises, licenses, permits and consents, free from burdensome restrictions and adequate for the conduct of its business as and to the extent set forth in the Registration Statement. 3. All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable. 4. The Securities have been duly and validly authorized and, when the Securities shall have been delivered against payment therefor as provided in the Agreement, they will have been duly and validly issued and will be fully paid and non-assessable. 5. The Securities conform as to legal matters with the description thereof contained in the Prospectus. 6. The Registration Statement has become, and on the date hereof is, effective under the Securities Act, and, to the best of my knowledge, no proceedings for a stop order with respect thereto are pending under Section 8 of the Securities Act, and no order directed to the adequacy or accuracy of any document incorporated by reference in the Registration Statement or Prospectus has been issued by the Commission. 7. The Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission have issued orders authorizing the issuance and sale by the Company of the Securities; the issuance and sale of the Securities in accordance with the Agreement are in conformity with the terms of such orders; and no further approval, authorization, consent or other order of any public board or body (other than in connection or in compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required for the issuance and sale of the Securities on the terms and conditions set forth in the Agreement. 8. The Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company. 9. There are no legal, governmental or administrative proceedings pending to which the Company is a party or of which any property of the Company is the subject, other than as set forth in the Prospectus and other than proceedings incident to the kind of business conducted by the Company, the outcome of which would not singly or in the aggregate have a materially adverse effect on the financial position, stockholders' equity or results of operations of the Company; and, to the best of my knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. 10. The statements made in the Prospectus as to matters of law and legal conclusions which, as stated therein, have been set forth therein on my authority as an expert have been reviewed by me and are correct; and the descriptions of legal and governmental proceedings contained in the Prospectus are, to the best of my knowledge, accurate and fairly present the information required to be shown therein. 11. The consummation of the transactions contemplated in the Agreement and the fulfillment of the terms thereof will not result in a breach of any of the terms or provisions of, or constitute a default under, any statute, indenture, mortgage, deed of trust or other agreement or instrument known to me to which the Company is a party or by which it is bound or to which any of the property of the Company is subject, or the Restated Articles of Incorporation or Bylaws of the Company or any order, rule or regulation of any court or other governmental body having jurisdiction over the Company or any of its property. Based upon my examination of the Registration Statement and the Prospectus and my familiarity, as General Counsel of the Company, with its business and affairs, I have no reason to believe either that the Registration Statement, as of the date that it became effective, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, no opinion or belief is expressed herein with respect to the financial statements or other financial data of the Company contained in the Registration Statement or the Prospectus. I am a member of the bars of the States of Oregon and Washington and do not hold myself out as an expert on the laws of any other state. I have read the opinions of even date herewith rendered to you by Reid & Priest and Simpson Thacher & Bartlett, and I concur in the conclusions therein expressed, insofar as such conclusions involve questions of Oregon and Washington law. Reid & Priest and Simpson Thacher & Bartlett, as to matters governed by the laws of the State of Oregon or the State of Washington, may rely upon this opinion as if it were addressed directly to each of them; it being understood, however, that this opinion may be relied upon by you and by them only in connection with the issuance and sale of the Securities. This opinion may not be relied upon by you or by them for any other purpose, or relied upon by any other person without, in each instance, my prior written consent. Very truly yours, BRUCE B. SAMSON EXHIBIT B [Reid & Priest] ___________ __, 1994 [UNDERWRITERS] Dear Sirs: With reference to the issuance and sale by Northwest Natural Gas Company (the "Company") pursuant to the Underwriting Agreement, dated _________ __, 1994 (the "Agreement"), between the Company and you of ___________ shares of the Company's Common Stock (the "Securities"), please be advised that, as counsel to the Company, we have participated in the preparation of or reviewed (a) the registration statement relating to the Securities filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (the "Securities Act") (such registration statement, as it became effective, being hereinafter called the "Registration Statement" and the prospectus constituting a part of the Registration Statement, in the form (i) completed or supplemented, (ii) dated _____________ __, 1994 and (iii) filed with the Commission pursuant to Rule 424(b) under the Securities Act, including the documents incorporated therein by reference pursuant to Item 12 of Form S-3 on the date hereof, being hereinafter called the "Prospectus"); (b) the proceedings before the Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission for authority to issue and sell the Securities and the order or orders entered by the Commissions in respect thereto; (c) the Restated Articles of Incorporation of the Com- pany, its Bylaws and the actions taken by its Board of Directors and the Executive Committee thereof authorizing the issuance and sale of the Securities; (d) and such other matters as we have deemed to be necessary to enable us to render the opinions herein expressed. We have not examined the Securities, except a specimen thereof, and have relied upon a certifi- cate of the transfer agent and the registrar for the Securities as to the issuance, registration and countersignature thereof. In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the persons executing such documents and the conformity to the originals of all documents submitted to us as copies. Based upon the foregoing, we are of the opinion that: 1. The Company is a validly organized and existing corporation in good standing under the laws of the State of Oregon, and is qualified to do business and is in good standing in the State of Washington. 2. All of the outstanding shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. 3. The Securities have been duly and validly authorized and, when the Securities shall have been delivered against payment therefor as provided in the Agreement, they will have been duly and validly issued and will be fully paid and non-assessable. 4. The Securities conform as to legal matters with the description thereof contained in the Prospectus. 5. The Registration Statement has become, and on the date hereof is, effective under the Securities Act, and, to the best of our knowledge, no proceedings for a stop order with respect thereto are pending under Section 8 of the Securities Act, and no order directed to the adequacy or accuracy of any document incorporated by reference in the Registration Statement or Prospectus has been issued by the Commission. 6. The Registration Statement, as of its effective date, and the Prospectus, as of the time it was filed with the Commission pursuant to Rule 424(b), complied as to form in all material respects with the requirements of the Securities Act, and the rules and regulations thereunder, and the documents incorporated by reference in the Prospectus on the date hereof complied as to form in all material respects with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder at the respective times at which such documents were filed with the Commission, except that, in each case, we express no opinion with respect to the financial statements and other financial data contained in the Registration Statement or the Prospectus. 7. The Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission have issued orders authorizing the issuance and sale by the Company of the Securities; the issuance and sale of the Securities in accordance with the Agreement are in conformity with the terms of such orders; and no further approval, authorization, consent or other order of any public board or body (other than in connection or in compliance with the provisions of the securities or blue sky laws of any jurisdiction) is legally required for the issuance and sale of the Securities on the terms and conditions set forth in the Agreement. 8. The Agreement has been duly and validly authorized, executed and delivered by or on behalf of the Company. In passing upon the form of the Registration Statement and the Prospectus, we necessarily assume the correctness and completeness of the statements made therein by the Company and take no responsibility therefor, except as set forth in paragraph 4 above. In the course of the preparation by the Company of the Registration Statement, we had conferences with certain of its officers and employees and with the General Counsel of the Company. Our examination of the Registration Statement and the Prospectus and our discussions in the above-mentioned conferences did not disclose to us any information which gives us reason to believe either that the Reg- istration Statement, as of the date that it became effective, contained any untrue statement of a material fact or omitted to state a material fact re- quired to be stated therein or necessary to make the statements therein not misleading or that the Prospectus contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, no opinion or belief is expressed herein with respect to the financial statements or other fi- nancial data contained in the Registration Statement or the Prospectus. We are members of the New York Bar and do not hold ourselves out as experts on the laws of the States of Oregon and Washington. As to all matters of Oregon and Washington law, we have relied, with your consent, upon an opinion addressed to you of even date herewith of Bruce B. Samson, Esq., General Counsel of the Company, whom we believe to be qualified to pass upon such matters. This opinion may be relied upon by you only in connection with the issuance and sale of the Securities. This opinion may not be relied upon by you for any other purpose, or relied upon by any other person, without, in each instance, our prior written consent. Very truly yours, REID & PRIEST EXHIBIT C [Letterhead of Simpson Thacher & Bartlett (A Partnership which Includes Professional Corporations)] ______, 199_ [Representatives] and the other several Underwriters named in Schedule I to the Underwriting Agreement dated ______, 199_ with Northwest Natural Gas Company [Address] Dear Sirs: We have acted as your counsel in connection with the purchase by you of _______ shares of Common Stock, par value $3-1/6 per share (the "Shares"), of Northwest Natural Gas Company, an Oregon corporation (the "Company"), pursuant to the underwriting agreement referred to above (the "Underwriting Agreement"). We have examined the Registration Statement on Form S-3 (File No. 33-______) filed by the Company under the Securities Act of 1933, as amended (the "Act"), as it became effective under the Act (the "Registration Statement"); and the Company's prospectus dated ______, 199_, as supplemented by the prospectus supplement dated _____, 199_ (the "Prospectus"), filed by the Company pursuant to Rule 424(b) of the rules and regulations of the Securities and Exchange Commission (the "Commission") under the Act, which pursuant to Form S-3 incorporates by reference or is deemed to incorporate by reference the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 199_, and ____________ (the "Exchange Act Documents"), each as filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In addition, we have examined, and have relied as to matters of fact upon, the documents delivered to you at the closing (except the certificates representing the Shares, of which we have examined a specimen), and upon originals or copies, certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments and such certificates or comparable documents or oral statements of public officials and of officers and representatives of the Company, and have made such other and further investigations, as we have deemed relevant and necessary as a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon the foregoing, and subject to the qualifications and limitations stated herein, we hereby advise you that in our opinion: 1. The Company has been duly incorporated and is validly existing and in good standing as a corporation under the laws of the State of Oregon. 2. The Shares have been duly authorized by the Company and, upon payment and delivery in accordance with the Underwriting Agreement, will be validly issued, fully paid and non- assessable. 3. The statements made in the Prospectus under the captions "Description of Common Stock" and ________, insofar as they purport to constitute summaries of the terms of the Company's Restated Articles of Incorporation, as amended, constitute accurate summaries of the terms of such document in all material respects. 4. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. 5. The Public Utility Commission of Oregon and the Washington Utilities and Transportation Commission have issued orders authorizing the issuance and sale by the Company of the Shares; the issuance and sale of the Shares in accordance with the Underwriting Agreement are in conformity with the terms of such orders; and no other approval or consent of any Federal, Oregon or Washington governmental body (except for any approval or consent under state "blue sky" or securities laws, as to which we express no opinion) is required for the issuance and sale of the Shares to you on the terms and conditions set forth in the Underwriting Agreement. All legal proceedings taken by the Company in connection with the authorization and delivery of the Shares, and the legal opinions, dated the date hereof, rendered to you by Bruce B. Samson, Esq., General Counsel of the Company, and Reid & Priest, counsel for the Company, are in form satisfactory to us. Insofar as the opinions expressed herein relate to or are dependent upon matters governed by the laws of the States of Oregon and/or Washington, we have relied upon the aforesaid opinion of Bruce B. Samson, Esq. We express no opinion on matters relating to titles to property, franchises or the lien of the Company's Mortgage and Deed of Trust, dated as of July 1, 1946, as supplemented, to Bankers Trust Company and Stanley Burg (successor Individual Trustee), as Trustees. We have not independently verified the accuracy, completeness or fairness of the statements made or included in the Registration Statement, the Prospectus or the Exchange Act Documents and take no responsibility therefor, except as and to the extent set forth in paragraph 3 above. In the course of the preparation by the Company of the Registration Statement and the Prospectus (excluding the Exchange Act Documents), we participated in conferences with certain officers and employees of the Company, with representatives of Deloitte & Touche and with counsel to the Company. We did not prepare the Exchange Act Documents or review the Exchange Act Documents prior to their filing with the Commission. Based upon our examination of the Registration Statement, the Prospectus and the Exchange Act Documents, our investigations made in connection with the preparation of the Registration Statement and the Prospectus (excluding the Exchange Act Documents) and our participation in the conferences referred to above, (i) we are of the opinion that the Registration Statement, as of its effective date, and the Prospectus, as of ____________, 199__, complied as to form in all material respects with the requirements of the Act and the applicable rules and regulations of the Commission thereunder and that the Exchange Act Documents complied as to form when filed in all material respects with the requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder, except that in each case we express no opinion with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents, and (ii) we have no reason to believe that the Registration Statement [, as of its effective date (including the Exchange Act Documents on file with the Commission on such effective date),] [, as of the date of filing of the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 199_ (including such Annual Report for the fiscal year ended December 31, 199_),] contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus (including the Exchange Act Documents) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that in each case we express no belief with respect to the financial statements or other financial or statistical data contained or incorporated by reference in the Registration Statement, the Prospectus or the Exchange Act Documents. We are members of the Bar of the State of New York and we do not express any opinion herein concerning any law other than the law of the State of New York and the federal law of the United States and, to the extent set forth herein and in reliance solely upon the aforesaid opinion of Bruce B. Samson, Esq., the laws of the States of Oregon and Washington. This opinion is rendered to you in connection with the above described transactions. This opinion may not be relied upon by you for any other purpose, or relied upon by, or furnished to, any other person, firm or corporation without our prior written consent. Very truly yours, EX-4 4 20TH SUPP. INDT. OF NORTHWEST NATURAL GAS COMPANY Exhibit 4(c) --------------------------------------------------------------------------- NORTHWEST NATURAL GAS COMPANY TO BANKERS TRUST COMPANY AND STANLEY BURG (SUCCESSOR TO R. G. PAGE AND J. C. KENNEDY), As Trustees under the Mortgage and Deed of Trust, dated as of July 1, 1946, of Portland Gas & Coke Company (now Northwest Natural Gas Company) TWENTIETH SUPPLEMENTAL INDENTURE PROVIDING, AMONG OTHER THINGS, FOR FIRST MORTGAGE BONDS, DESIGNATED SECURED MEDIUM-TERM NOTES, SERIES B --------------------- DATED AS OF JUNE 1, 1993 --------------------------------------------------------------------------- TWENTIETH SUPPLEMENTAL INDENTURE INDENTURE, dated as of the 1st day of June, 1993, made and entered into by and between NORTHWEST NATURAL GAS COMPANY (formerly Portland Gas & Coke Company), a corporation of the State of Oregon, whose post office address is One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209 (hereinafter sometimes called the Company), party of the first part, and BANKERS TRUST COMPANY, a corporation of the State of New York, whose post office address is Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Corporate Trustee) and STANLEY BURG (successor to R. G. PAGE and J. C. KENNEDY), whose post office address is c/o Bankers Trust Company, Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Co-Trustee), parties of the second part (the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the Trustees), as Trustees under the Mortgage and Deed of Trust, dated as of July 1, 1946 (hereinafter called the Mortgage), executed and delivered by Portland Gas & Coke Company (now Northwest Natural Gas Company) 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 Twentieth Supplemental Indenture) being supplemental thereto; WHEREAS the Mortgage was or is to be recorded in the official records of various counties in the States of Oregon and Washington which counties include or will include all counties in which this Twentieth 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 the Company executed and delivered to the Trustees its First Supplemental Indenture, dated as of June 1, 1949 (hereinafter called its First Supplemental Indenture), its Second Supplemental Indenture, dated as of March 1, 1954 (hereinafter called its Second Supplemental Indenture), its Third Supplemental Indenture, dated as of April 1, 1956 (hereinafter called its Third Supplemental Indenture), its Fourth Supplemental Indenture, dated as of February 1, 1959 (hereinafter called its Fourth Supplemental Indenture), its Fifth Supplemental Indenture, dated as of July 1, 1961 (hereinafter called its Fifth Supplemental Indenture), its Sixth Supplemental Indenture, dated as of January 1, 1964 (hereinafter called its Sixth Supplemental Indenture), its Seventh Supplemental Indenture, dated as of March 1, 1966 (hereinafter called its Seventh Supplemental Indenture), its Eighth Supplemental Indenture, dated as of December 1, 1969 (hereinafter called its Eighth Supplemental Indenture), its Ninth Supplemental Indenture, dated as of April 1, 1971 (hereinafter called its Ninth Supplemental Indenture), its Tenth Supplemental Indenture, dated as of January 1, 1975 (hereinafter called its Tenth Supplemental Indenture), its Eleventh Supplemental Indenture, dated as of December 1, 1975 (hereinafter called its Eleventh Supplemental Indenture), its Twelfth Supplemental Indenture, dated as of July 1, 1981 (hereinafter called its Twelfth Supplemental Indenture), its Thirteenth Supplemental Indenture, dated as of June 1, 1985 (hereinafter called its Thirteenth Supplemental Indenture), its Fourteenth Supplemental Indenture, dated as of November 1, 1985 (hereinafter called its Fourteenth Supplemental Indenture), its Fifteenth Supplemental Indenture, dated as of July 1, 1986 (hereinafter called its Fifteenth Supplemental Indenture), its Sixteenth Supplemental Indenture, dated as of November 1, 1988 (hereinafter called its Sixteenth Supplemental Indenture), its Seventeenth Supplemental Indenture, dated as of October 1, 1989 (hereinafter called its Seventeenth Supplemental Indenture), and its Eighteenth Supplemental Indenture, dated as of July 1, 1990 (hereinafter called its Eighteenth Supplemental Indenture); and WHEREAS said First through Eighteenth Supplemental Indentures were filed for record, and were recorded and indexed, as a mortgage of both real and personal property, in the official records of various counties in the States of Oregon and Washington which counties include or will include all counties in which this Twentieth Supplemental Indenture is to be recorded; and WHEREAS the Company executed and delivered to the Trustees its Nineteenth Supplemental Indenture, dated as of June 1, 1991 (hereinafter called its Nineteenth Supplemental Indenture); and WHEREAS said Nineteenth Supplemental Indenture was filed for record, and was recorded and indexed, as a mortgage of both real and personal property, and financing statements were filed, in the official records of the several counties and other offices in the States of Oregon and Washington listed below, as follows: OREGON ------ Real Property Mortgage Records ------------------------------ Book, Film County Date Recorded or Reel Page ------ ------------- ---------- ---- Benton June 14, 1991 M-135990-91 -- Clackamas June 14, 1991 91-28344 -- Clatsop June 14, 1991 760 836 Columbia June 14, 1991 91-3499 -- Coos June 14, 1991 91-06-0532 -- Douglas June 14, 1991 1140 373 Hood River June 18, 1991 911493 -- Lane June 17, 1991 9127918 -- Lincoln June 14, 1991 230 2261 Linn June 14, 1991 566 2 Marion June 14, 1991 861 37 Multnomah June 14, 1991 2424 970 Polk June 14, 1991 242 1891 Tillamook June 14, 1991 335 496 Wasco June 14, 1991 912001 -- Washington June 14, 1991 91030895 -- Yamhill June 14, 1991 F255P2185 -- Filed as a Financing Statement ------------------------------ Office Date Filed for Record File No. ------ --------------------- -------- Secretary of State June 14, 1991 P56754 WASHINGTON ---------- Real Property Mortgage Records ------------------------------ Book, Film County Date Recorded or Reel Page ------ ------------- ---------- ---- Clark June 14, 1991 9106140143 -- Klickitat June 14, 1991 273 904 Skamania June 18, 1991 123 757 Filed as a Financing Statement ------------------------------ Office Date Filed for Record File No. ------ --------------------- -------- Secretary of State June 17, 1991 91-168-0134 WHEREAS an instrument dated as of June 14, 1951, was executed by the Company appointing J. C. KENNEDY as Co-Trustee in succession to said R. G. PAGE (resigned) under the Mortgage and by J. C. KENNEDY accepting the appointment as Co-Trustee under the Mortgage in succession to the said R. G. PAGE, which instrument was recorded in various counties in the States of Oregon and Washington; and WHEREAS, in the Ninth Supplemental Indenture STANLEY BURG was appointed by the Company as Co-Trustee under the Mortgage in succession to said J. C. KENNEDY (resigned) and in the Ninth Supplemental Indenture STANLEY BURG accepted such appointment as Co-Trustee under the Mortgage in succession to said J. C. KENNEDY; and WHEREAS in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, and on the date hereof there remain outstanding, the following series of First Mortgage Bonds: Principal Amount Series Outstanding ------ ---------------- 8-5/8% Series due 1996.................. $11,658,000 9-3/8% Series due 2011.................. $46,000,000 9.80% Series due 2018................... $24,938,000 9-1/8% Series due 2019.................. $25,000,000 9-3/4% Series due 2015.................. $50,000,000 Secured Medium-Term Notes, Series A..... $50,000,000 ; and WHEREAS Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder 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 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, 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 said 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 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 to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented and amended; and WHEREAS the execution and delivery by the Company of this Twentieth Supplemental Indenture, and the terms of the bonds of the Twenty-First Series hereinafter referred to, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board of Directors; NOW, THEREFORE, THIS INDENTURE WITNESSETH: That Northwest Natural Gas Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees 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 Trustees, and in order further to secure the payment both of 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 said bonds, 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 Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) to Bankers Trust Company, as Trustees under the Mortgage, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever, all property, real, personal and mixed, acquired by the Company after the date of the Mortgage, 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, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, gas plants, by-product plants, gas holders, gas mains and pipes; all power sites, water rights, reservoirs, canals, raceways, dams, 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, 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, tracts, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, gas, electric and other machines, regulators, meters, transformers, generators, motors, gas, electrical and mechanical appliances, conduits, cables, gas, water, steam heat or other 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 gas, electric current, steam heat or water for any purpose including mains, pipes, conduits, towers, poles, wires, cables, 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, as heretofore supplemented, 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. TOGETHER WITH 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 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, 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, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage, and as fully embraced within the lien hereof and the lien of the Mortgage, as supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage, as heretofore supplemented, 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 this Twentieth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, 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, as heretofore supplemented, 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 in 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, as heretofore supplemented, 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) gas, petroleum, carbon, chemicals, light oils, tar products, electric energy, steam, water, ice, and other materials or products, manufactured, stored, generated, 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 this Twentieth Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, 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 either or both of the Trustees 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 Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) to Bankers Trust Company, as Trustees, and their 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, as heretofore supplemented, this Twentieth Supplemental Indenture being supplemental thereto. AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their 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 Trustees by the Mortgage as a part of the property therein stated to be conveyed. The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows: ARTICLE I. Twenty-First Series of Bonds. SECTION 1.0.1. There shall be a series of bonds designated "Secured Medium-Term Notes, Series B" (herein sometimes referred to as the "Twenty-first 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 Article I specified. Bonds of the Twenty-first Series shall be issued from time to time as fully registered bonds in denominations 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); each bond of the Twenty-first Series shall mature on such date, shall bear interest at such rate or rates (which may be either fixed or variable) and have such other terms and provisions not inconsistent with the Mortgage as the Board of Directors may determine in accordance with a Resolution filed with the Corporate Trustee referring to this Twentieth Supplemental Indenture; interest on each bond of the Twenty- first Series which bears interest at either a fixed rate or a variable rate shall be payable on the dates which shall be established prior to the date of first authentication of such bond and set forth in such bond and at maturity (each an interest payment date). Notwithstanding the foregoing, so long as there shall be no existing default in the payment of interest on the bonds of the Twenty-first Series having the same designated interest rate, interest payment dates and maturity, each of such bonds authenticated by the Corporate Trustee after the Record Date for any interest payment date for such bonds, and prior to such interest payment date (unless the Issue Date is after such Record Date), shall be dated the date of authentication, but shall bear interest from such interest payment date, and the person in whose name such bond shall have been registered at the close of business on such Record Date shall be entitled to receive the interest payable on such interest payment date, notwithstanding the cancellation of such bond upon any transfer or exchange thereof subsequent to such Record Date and on or prior to such interest payment date; provided, that, (i) if the Issue Date of bonds of the Twenty-first Series having the same designated interest rate, interest payment dates and maturity shall be after a Record Date and prior to the corresponding interest payment date, such bonds shall bear interest from the Issue Date, but payment of interest shall commence on the second interest payment date succeeding the Issue Date, and (ii) interest payable on the maturity date will be payable to the person to whom the principal thereof shall be payable. "Record Date" for bonds of the Twenty-first Series having the same designated interest rate, interest payment dates and maturity shall mean (A) the date which shall be established prior to the date of first authentication of such bonds and set forth in such bonds, or (B) if no such date shall be established with respect to such bonds, the date 15 calendar days prior to any interest payment date for such bonds. "Issue Date" with respect to bonds of the Twenty-first Series having the same designated interest rate, interest payment dates and maturity shall mean (a) the date which shall be established prior to the date of first authentication of such bonds and set forth in such bonds, or (b) if no such date shall be established with respect to such bonds, the date of first authentication of such bonds. The principal of, and premium, if any, and interest on, each bond of the Twenty-first 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. Bonds of the Twenty-first Series shall be dated as in Section 10 of the Mortgage provided. (I) Bonds of the Twenty-first Series shall be redeemable either at the option of the Company or pursuant to the requirements of the Mortgage, in whole at any time, or, if specified on the face of any bond of the Twenty-first Series, in part from time to time, prior to maturity, upon notice, as provided in Section 52 of the Mortgage, mailed at least thirty (30) days prior to the date fixed for redemption, as the Board of Directors may determine in accordance with a Resolution filed with the Corporate Trustee referring to this Twentieth Supplemental Indenture; provided, however, that bonds of the Twenty-first Series shall not be redeemable pursuant to Section 64 of the Mortgage. (II) At the option of the registered owner, any bonds of the Twenty- first 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 (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 which have the same Issue Date, maturity date, and redemption provisions, if any, and which bear interest at the same rate. Transfers of bonds of the Twenty-first Series may be registered (subject to the provisions of Section 12 of the Mortgage) at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any registration of transfer or exchange of bonds of the Twenty-first 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 registration of exchange or transfer of bonds of the Twenty-first Series. ARTICLE II. Miscellaneous Provisions. SECTION 2.0.1. Subject to the amendments provided for in this Twentieth Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this Twentieth Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. SECTION 2.0.2. The holders of bonds of the Twenty-first Series consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of the Twenty- first Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. SECTION 2.0.3. The Trustees hereby accept the trusts hereby declared, provided, created or supplemented, and agree to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore supplemented, set forth, including the following: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Twentieth 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 Twentieth 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 Twentieth Supplemental Indenture. SECTION 2.0.4. Whenever in this Twentieth 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 or assigns of such party, and all the covenants and agreements in this Twentieth Supplemental Indenture contained by or on behalf of the Company or by or on behalf of the Trustees shall bind and inure to the benefit of the respective successors and assigns of such parties whether so expressed or not. SECTION 2.0.5. Nothing in this Twentieth 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 Twentieth Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements by or on behalf of the Company as set forth in this Twentieth Supplemental Indenture 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 2.0.6. Except to the extent specifically provided herein, no provision of this Twentieth Supplemental Indenture is intended to reinstate any provisions in the Mortgage which were amended and superseded by the amendments to the Trust Indenture Act of 1939 effective as of November 15, 1990. SECTION 2.0.7. This Twentieth Supplemental Indenture has been executed in several identical counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, Northwest Natural Gas Company, party hereto of the first part, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf on the 14th day of June, 1993, as of June 1, 1993, in Portland, Oregon; Bankers Trust Company, one of the parties hereto of the second part, 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 by one of its Assistant Secretaries on the 14th day of June, 1993, as of June 1, 1993, in The City of New York; and Stanley Burg, one of the parties hereto of the second part, has hereunto set his hand and affixed his seal, in The City of New York, on the 14th day of June, 1993, as of June 1, 1993. NORTHWEST NATURAL GAS COMPANY By Bruce R. DeBolt ____________________________ Senior Vice President and Chief Financial Officer Attest: C. J. Rue _____________________________ Secretary Executed, sealed and delivered by NORTHWEST NATURAL GAS COMPANY in the presence of: P. L. Myers ____________________________________ Lou-Wayne Steiger _____________________________________ BANKERS TRUST COMPANY, as Trustee, By Samir Pandiri ____________________________ Assistant Vice President Attest: Shikha Dombek _____________________ Assistant Secretary Stanley Burg _______________________________ STANLEY BURG, as Trustee Executed, sealed and delivered by BANKERS TRUST COMPANY and STANLEY BURG in the presence of: Kenwyn Hackshaw ______________________ John Florio ________________________ STATE OF OREGON ) : ss.: COUNTY OF MULTNOMAH ) June 14, A.D. 1993. Before me personally appeared BRUCE R. DEBOLT, who, being duly sworn, did say that he is Senior Vice President and Chief Financial Officer, of NORTHWEST NATURAL GAS COMPANY and that the seal affixed to the foregoing instrument is the corporate seal of said Corporation and that said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors; and he acknowledged said instrument to be its voluntary act and deed. On this 14th day of June, 1993, before me personally appeared BRUCE R. DEBOLT, to me known to be Senior Vice President and Chief Financial Officer of NORTHWEST NATURAL GAS COMPANY, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Virginia V. Burgess ______________________________________ Virginia V. Burgess Notary Public - Oregon Commission No. 004344 My Commission Expires March 24, 1995 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) June 14, A.D. 1993. Before me personally appeared SAMIR PANDIRI, who, being duly sworn, did say that he is an Assistant Vice President of BANKERS TRUST COMPANY and that the seal affixed to the foregoing instrument is the corporate seal of said Corporation and that said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors; and he acknowledged said instrument to be its voluntary act and deed. On this 14th day of June, 1993, before me personally appeared SAMIR PANDIRI, to me known to be an Assistant Vice President of BANKERS TRUST COMPANY, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. Marjorie Stanley ___________________________ Marjorie Stanley Notary Public, State of New York No. 41-4986405 My Commission Expires 9/16/93 STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) June 14, A.D. 1993. Before me personally appeared the above-named STANLEY BURG and acknowledged the foregoing instrument to be his voluntary act and deed. On this day personally appeared before me STANLEY BURG to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this 14th day of June, 1993. Marjorie Stanley __________________________________ Marjorie Stanley Notary Public, State of New York No. 41-4986405 My Commission Expires 9/16/93 Recording Information: IN THE STATE OF OREGON Real Property Mortgage Records ------------------------------- Counterpart Book, Film No. County Date Recorded or Reel Page ----------- ------ -------------- ----------- ---- 11 Benton June 23, 1993 M-166017-93 - June 29, 1993 M-166297-93 - (re-recorded) 12 Clackamas June 22, 1993 93-43287 - 13 Clatsop June 23, 1993 816 534 14 Columbia June 23, 1993 93-5185 - 15 Coos June 30, 1993 93061396 - 32 Douglas June 24, 1993 1241 840 17 Hood River June 23, 1993 932082 - 18 Lane June 23, 1993 9338274 - 19 Lincoln June 23, 1993 263 1293 20 Linn June 23, 1993 645 804 21 Marion June 24, 1993 1074 290 22 Multnomah June 23, 1993 2711 1885 23 Polk June 25, 1993 270 245 24 Tillamook June 23, 1993 351 718 25 Wasco June 23, 1993 932338 - 26 Washington June 23, 1993 93049394 - 27 Yamhill June 23, 1993 F288P1700 - Filed as a Financing Statement ------------------------------- Counterpart No. Office Date Filed for Record File No. ------------ ------ --------------------- -------- 9 Secretary of State June 23, 1993 R61325 IN THE STATE OF WASHINGTON Real Property Mortgage Records ------------------------------ Counterpart Book, Film No. County Date Recorded or Reel Page ----------- ------ ------------- ---------- ---- 29 Clark June 24, 1993 399 1 30 Klickitat June 23, 1993 297 650 31 Skamania June 24, 1993 136 172 Filed as a Financing Statement ------------------------------ Counterpart No. Office Date Filed for Record File No. ----------- ------ --------------------- -------- 28 Secretary of State June 25, 1993 93-176-0202 EX-4 5 FORM OF SUPPLEMENTAL INDENTURE EXHIBIT 4(d) =========================================================================== NORTHWEST NATURAL GAS COMPANY TO BANKERS TRUST COMPANY AND STANLEY BURG (SUCCESSOR TO R. G. PAGE AND J. C. KENNEDY), As Trustees under the Mortgage and Deed of Trust, dated as of July 1, 1946, of Portland Gas & Coke Company (now Northwest Natural Gas Company) _________ SUPPLEMENTAL INDENTURE PROVIDING, AMONG OTHER THINGS, FOR FIRST MORTGAGE BONDS, _____% SERIES DUE _____ _____________________ DATED AS OF ________________ =========================================================================== __________ SUPPLEMENTAL INDENTURE INDENTURE, dated as of the ___ day of __________, made and entered into by and between NORTHWEST NATURAL GAS COMPANY (formerly Portland Gas & Coke Company), a corporation of the State of Oregon, whose post office address is One Pacific Square, 220 N.W. Second Avenue, Portland, Oregon 97209 (hereinafter sometimes called the Company), party of the first part, and BANKERS TRUST COMPANY, a corporation of the State of New York, whose post office address is Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Corporate Trustee) and STANLEY BURG (successor to R. G. PAGE and J. C. KENNEDY), whose post office address is c/o Bankers Trust Company, Four Albany Street, New York, New York 10006 (hereinafter sometimes called the Co-Trustee), parties of the second part (the Corporate Trustee and the Co-Trustee being hereinafter together sometimes called the Trustees), as Trustees under the Mortgage and Deed of Trust, dated as of July 1, 1946 (hereinafter called the Mortgage), executed and delivered by Portland Gas & Coke Company (now Northwest Natural Gas Company) 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 _________ Supplemental Indenture) being supplemental thereto; WHEREAS the Mortgage was or is to be recorded in the official records of various counties in the States of Oregon and Washington which counties include or will include all counties in which this _____________ 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 the Company executed and delivered to the Trustees its First Supplemental Indenture, dated as of June 1, 1949 (hereinafter called its First Supplemental Indenture), its Second Supplemental Indenture, dated as of March 1, 1954 (hereinafter called its Second Supplemental Indenture), its Third Supplemental Indenture, dated as of April 1, 1956 (hereinafter called its Third Supplemental Indenture), its Fourth Supplemental Indenture, dated as of February 1, 1959 (hereinafter called its Fourth Supplemental Indenture), its Fifth Supplemental Indenture, dated as of July 1, 1961 (hereinafter called its Fifth Supplemental Indenture), its Sixth Supplemental Indenture, dated as of January 1, 1964 (hereinafter called its Sixth Supplemental Indenture), its Seventh Supplemental Indenture, dated as of March 1, 1966 (hereinafter called its Seventh Supplemental Indenture), its Eighth Supplemental Indenture, dated as of December 1, 1969 (hereinafter called its Eighth Supplemental Indenture), its Ninth Supplemental Indenture, dated as of April 1, 1971 (hereinafter called its Ninth Supplemental Indenture), its Tenth Supplemental Indenture, dated as of January 1, 1975 (hereinafter called its Tenth Supplemental Indenture), its Eleventh Supplemental Indenture, dated as of December 1, 1975 (hereinafter called its Eleventh Supplemental Indenture), its Twelfth Supplemental Indenture, dated as of July 1, 1981 (hereinafter called its Twelfth Supplemental Indenture), its Thirteenth Supplemental Indenture, dated as of June 1, 1985 (hereinafter called its Thirteenth Supplemental Indenture), its Fourteenth Supplemental Indenture, dated as of November 1, 1985 (hereinafter called its Fourteenth Supplemental Indenture), its Fifteenth Supplemental Indenture, dated as of July 1, 1986 (hereinafter called its Fifteenth Supplemental Indenture), its Sixteenth Supplemental Indenture, dated as of November 1, 1988 (hereinafter called its Sixteenth Supplemental Indenture), its Seventeenth Supplemental Indenture, dated as of October 1, 1989 (hereinafter called its Seventeenth Supplemental Indenture), its Eighteenth Supplemental Indenture, dated as of July 1, 1990 (hereinafter called its Eighteenth Supplemental Indenture), its Nineteenth Supplemental Indenture, dated as of June 1, 1991 (hereinafter called its Nineteenth Supplemental Indenture); and WHEREAS said First through Nineteenth Supplemental Indentures were filed for record, and were recorded and indexed, as a mortgage of both real and personal property, in the official records of various counties in the States of Oregon and Washington which counties include or will include all counties in which this ____________ Supplemental Indenture is to be recorded; and WHEREAS the Company executed and delivered to the Trustees its Twentieth Supplemental Indenture, dated as of June 1, 1993 (hereinafter called its Twentieth Supplemental Indenture); and WHEREAS said Twentieth Supplemental Indenture was filed for record, and was recorded and indexed, as a mortgage of both real and personal property, and financing statements were filed, in the official records of the several counties and other offices in the States of Oregon and Washington listed below, as follows: IN THE STATE OF OREGON ---------------------- Real Property Mortgage Records ------------------------------ Counterpart Book, Film No. County Date Recorded or Reel Page ------------ ------ ------------- ---------- ---- 11 Benton June 23, 1993 M-166017-93 - June 29, 1993 M-166297-93 - (re-recorded) 12 Clackamas June 22, 1993 93-43287 - 13 Clatsop June 23, 1993 816 534 14 Columbia June 23, 1993 93-5185 - 15 Coos June 30, 1993 93061396 - 32 Douglas June 24, 1993 1241 840 17 Hood River June 23, 1993 932082 - 18 Lane June 23, 1993 9338274 - 19 Lincoln June 23, 1993 263 1293 20 Linn June 23, 1993 645 804 21 Marion June 24, 1993 1074 290 22 Multnomah June 23, 1993 2711 1885 23 Polk June 25, 1993 270 245 24 Tillamook June 23, 1993 351 718 25 Wasco June 23, 1993 932338 - 26 Washington June 23, 1993 93049394 - 27 Yamhill June 23, 1993 F288P1700 - Filed as a Financing Statement ------------------------------ Counterpart No. Office Date Filed for Record File No. ----------- ------ --------------------- ------- 9 Secretary of State June 23, 1993 R61325 IN THE STATE OF WASHINGTON -------------------------- Real Property Mortgage Records ------------------------------ Counterpart Book, Film No. County Date Recorded or Reel Page ---------- ------ ------------- -------- ---- 29 Clark June 24, 1993 399 1 30 Klickitat June 23, 1993 297 650 31 Skamania June 24, 1993 136 172 Filed as a Financing Statement ------------------------------ Counterpart No. Office Date Filed for Record File No. ----------- ------ --------------------- ------- 28 Secretary of State June 25, 1993 93-176-0202 WHEREAS an instrument dated as of June 14, 1951, was executed by the Company appointing J. C. KENNEDY as Co-Trustee in succession to said R. G. PAGE (resigned) under the Mortgage and by J. C. KENNEDY accepting the appointment as Co-Trustee under the Mortgage in succession to the said R. G. PAGE, which instrument was recorded in various counties in the States of Oregon and Washington; and WHEREAS, in the Ninth Supplemental Indenture STANLEY BURG was appointed by the Company as Co-Trustee under the Mortgage in succession to said J. C. KENNEDY (resigned) and in the Ninth Supplemental Indenture STANLEY BURG accepted such appointment as Co-Trustee under the Mortgage in succession to said J. C. KENNEDY; and WHEREAS in addition to the property described in the Mortgage, as heretofore supplemented, the Company has acquired certain other property, rights and interests in property; and WHEREAS, the Company has heretofore issued, in accordance with the provisions of the Mortgage, as supplemented, and on the date hereof there remain outstanding, the following series of First Mortgage Bonds: Principal Amount Series Outstanding ------ ---------------- 9-1/8% Series due 2019.................. $25,000,000 9-3/4% Series due 2015.................. $50,000,000 Secured Medium-Term Notes, Series A..... $55,000,000 Secured Medium-Term Notes, Series B..... $85,000,000 ; and WHEREAS Section 8 of the Mortgage provides that the form of each series of bonds (other than the First Series) issued thereunder 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 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, 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 said 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 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 to alter and amend in certain respects the covenants and provisions contained in the Mortgage, as heretofore supplemented and amended; and WHEREAS the execution and delivery by the Company of this --------- Supplemental Indenture, and the terms of the bonds of the --------------- Series hereinafter referred to, have been duly authorized by the Board of Directors of the Company by appropriate resolutions of said Board of Directors; NOW, THEREFORE, THIS INDENTURE WITNESSETH: That Northwest Natural Gas Company, in consideration of the premises and of One Dollar to it duly paid by the Trustees 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 Trustees, and in order further to secure the payment both of 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 said bonds, 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 Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) to Bankers Trust Company, as Trustees under the Mortgage, and to their successor or successors in said trust, and to said Trustees and their successors and assigns forever, all property, real, personal and mixed, acquired by the Company after the date of the Mortgage, 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, hereafter acquired by the Company (by purchase, consolidation, merger, donation, construction, erection or in any other way) and wheresoever situated, including (without in anywise limiting or impairing by the enumeration of the same the scope and intent of the foregoing) all lands, gas plants, by-product plants, gas holders, gas mains and pipes; all power sites, water rights, reservoirs, canals, raceways, dams, 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, 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, tracts, ice or refrigeration plants and equipment, offices, buildings and other structures and the equipment thereof; all machinery, engines, boilers, dynamos, gas, electric and other machines, regulators, meters, transformers, generators, motors, gas, electrical and mechanical appliances, conduits, cables, gas, water, steam heat or other 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 gas, electric current, steam heat or water for any purpose including mains, pipes, conduits, towers, poles, wires, cables, 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, as heretofore supplemented, 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. TOGETHER WITH 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 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, 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, as heretofore supplemented, expressly excepted, shall be and are as fully granted and conveyed hereby and by the Mortgage, and as fully embraced within the lien hereof and the lien of the Mortgage, as supplemented, as if such property, rights and franchises were now owned by the Company and were specifically described herein or in the Mortgage, as heretofore supplemented, 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 this _________ Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, 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, as heretofore supplemented, 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 in 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, as heretofore supplemented, 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) gas, petroleum, carbon, chemicals, light oils, tar products, electric energy, steam, water, ice, and other materials or products, manufactured, stored, generated, 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 this _________ Supplemental Indenture and from the lien and operation of the Mortgage, as heretofore supplemented, 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 either or both of the Trustees 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 Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) to Bankers Trust Company, as Trustees, and their 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, as heretofore supplemented, this ________ Supplemental Indenture being supplemental thereto. AND IT IS HEREBY COVENANTED by the Company that all the terms, conditions, provisos, covenants and provisions contained in the Mortgage, as heretofore supplemented, shall affect and apply to the property hereinbefore described and conveyed, and to the estates, rights, obligations and duties of the Company and the Trustees and the beneficiaries of the trust with respect to said property, and to the Trustees and their 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 Trustees by the Mortgage as a part of the property therein stated to be conveyed. The Company further covenants and agrees to and with the Trustees and their successors in said trust under the Mortgage, as follows: ARTICLE I. ______________ Series of Bonds. SECTION 1.01 There shall be a series of bonds designated "_______% Series due _______" (herein sometimes referred to as the "_____________ 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 Article I specified. Bonds of the ______________ Series shall be issued from time to time as fully registered bonds in denominations 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). Bonds of the _____ Series shall bear interest at the rate of ____ % per annum, payable semi-annually on _____ and _____ of each year; and the principal of, and premium, if any, and interest on, 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 _______________ Series shall be dated as in Section 10 of the Mortgage provided. (I) Bonds of the ___________ Series shall be redeemable on and after ______________ either at the option of the Company or pursuant to the requirements of the Mortgage, in whole at any time, or in part from time to time, prior to maturity, upon notice, as provided in Section 52 of the Mortgage, mailed at least thirty (30) days prior to the date fixed for redemption, at the following redemption prices, expressed in percentages of the principal amount of the bonds to be redeemed: [Insert redemption prices] in each case, together with accrued interest to the date fixed for redemption. (II) At the option of the registered owner, any bonds of the _____________ 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 (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. Transfers of bonds of the _____________ Series may be registered (subject to the provisions of Section 12 of the Mortgage) at the office or agency of the Company in the Borough of Manhattan, The City of New York. Upon any registration of transfer or exchange of bonds of the ____________ 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 registration of exchange or transfer of bonds of the ____________ Series. ARTICLE II. Miscellaneous Provisions. SECTION 2.01 No bonds of the First through Third Series being Outstanding, as permitted in Section 3 of the Third Supplemental Indenture, the amendment of subdivision (A) of subsection (II) of Section 4 of the Mortgage made by Section 7 of the First Supplemental Indenture hereby is excised from the Mortgage, as supplemented. SECTION 2.02 No bonds of the First through Ninth Series being Outstanding, as permitted by Section 6 of the Ninth Supplemental Indenture, Article XIX of the Mortgage, as supplemented, hereby is amended and restated in the manner and form set forth in such Section 6. SECTION 2.03 No bonds of the First through Eleventh Series being Outstanding, it is hereby confirmed that, as provided by Section 3.02 of the Eleventh Supplemental Indenture, Section 64 of the Mortgage has been excised from the Mortgage, as supplemented, effective as of the date of the retirement of all of the bonds of such Series. SECTION 2.04 Subject to the amendments provided for in this ________ Supplemental Indenture, the terms defined in the Mortgage, as heretofore supplemented, shall, for all purposes of this ________ Supplemental Indenture, have the meanings specified in the Mortgage, as heretofore supplemented. SECTION 2.05 The holders of bonds of the ___________ Series consent that the Company may, but shall not be obligated to, fix a record date for the purpose of determining the holders of bonds of the ___________ Series entitled to consent to any amendment, supplement or waiver. If a record date is fixed, those persons who were holders at such record date (or their duly designated proxies), and only those persons, shall be entitled to consent to such amendment, supplement or waiver or to revoke any consent previously given, whether or not such persons continue to be holders after such record date. No such consent shall be valid or effective for more than 90 days after such record date. SECTION 2.06 The Trustees hereby accept the trusts hereby declared, provided, created or supplemented, and agree to perform the same upon the terms and conditions herein and in the Mortgage, as heretofore supplemented, set forth, including the following: The Trustees shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this __________ 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 ________ 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 ____________ Supplemental Indenture. SECTION 2.07 Whenever in this ___________ 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 or assigns of such party, and all the covenants and agreements in this __________ Supplemental Indenture contained by or on behalf of the Company or by or on behalf of the Trustees shall bind and inure to the benefit of the respective successors and assigns of such parties whether so expressed or not. SECTION 2.08 Nothing in this _________ 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 __________ Supplemental Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the covenants, conditions, stipulations, promises and agreements by or on behalf of the Company as set forth in this __________ Supplemental Indenture 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 2.09 Except to the extent specifically provided herein, no provision of this __________ Supplemental Indenture is intended to reinstate any provisions in the Mortgage which were amended and superseded by the amendments to the Trust Indenture Act of 1939 effective as of November 15, 1990. SECTION 2.10 This _________ Supplemental Indenture has been executed in several identical counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, Northwest Natural Gas Company, party hereto of the first part, has caused its corporate name to be hereunto affixed, and this instrument to be signed and sealed by its President or one of its Vice Presidents, and its corporate seal to be attested by its Secretary or one of its Assistant Secretaries for and in its behalf on the _____ day of ________ , as of ______, ____, in Portland, Oregon; Bankers Trust Company, one of the parties hereto of the second part, 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 by one of its Assistant Secretaries on the ____ day of ___________, as of _____________, in The City of New York; and Stanley Burg, one of the parties hereto of the second part, has hereunto set his hand and affixed his seal, in The City of New York, on the _____ day of ________ as of ________________________. NORTHWEST NATURAL GAS COMPANY By_________________________________ Attest: _____________________________ Secretary Executed, sealed and delivered by NORTHWEST NATURAL GAS COMPANY in the presence of: ____________________________________ ___________________________________ BANKERS TRUST COMPANY, as Trustee, By____________________________ Attest: _____________________ Assistant Secretary _______________________________ STANLEY BURG, as Trustee Executed, sealed and delivered by BANKERS TRUST COMPANY and STANLEY BURG in the presence of: ___________________________ ___________________________ STATE OF OREGON ) : ss.: COUNTY OF MULTNOMAH ) ________________, A.D. _____. Before me personally appeared _______________, who, being duly sworn, did say that he is ______________________________, of NORTHWEST NATURAL GAS COMPANY and that the seal affixed to the foregoing instrument is the corporate seal of said Corporation and that said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors; and he acknowledged said instrument to be its voluntary act and deed. On this _____ day of ___________, before me personally appeared ____________________, to me known to be ___________________________ of NORTHWEST NATURAL GAS COMPANY, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. ______________________________________ ____________________________ Notary Public - Oregon Commission No. ________ My Commission Expires _____________ STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) __________________, A.D. _____. Before me personally appeared ______________, who, being duly sworn, did say that he is an ______________________ of BANKERS TRUST COMPANY and that the seal affixed to the foregoing instrument is the corporate seal of said Corporation and that said instrument was signed and sealed in behalf of said Corporation by authority of its Board of Directors; and he acknowledged said instrument to be its voluntary act and deed. On this _____ day of _____________, before me personally appeared ____________________, to me known to be an ________________________ of BANKERS TRUST COMPANY, one of the corporations that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said Corporation, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument and that the seal affixed is the corporate seal of said Corporation. IN WITNESS WHEREOF I have hereunto set my hand and affixed my official seal the day and year first above written. ___________________________ Notary Public, State of New York No. __________ My Commission Expires ________ STATE OF NEW YORK ) : ss.: COUNTY OF NEW YORK ) ___________________, A.D. _____. Before me personally appeared the above-named STANLEY BURG and acknowledged the foregoing instrument to be his voluntary act and deed. On this day personally appeared before me STANLEY BURG to me known to be the individual described in and who executed the within and foregoing instrument, and acknowledged that he signed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this ________ day of ___________________. _________________________________ Notary Public, State of New York No.______________ My Commission Expires __________ EX-5 6 EXHIBIT 5(A) OPINION OF NORTHWEST NAT. GAS CO. Exhibit 5(a) BRUCE B. SAMSON, ESQ. 220 N.W. SECOND AVENUE PORTLAND, OREGON 97209 May 23, 1994 Northwest Natural Gas Company One Pacific Square 220 N.W. Second Avenue Portland, Oregon 97209 Dear Sirs: With respect to the Registration Statement to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), on or about the date hereof, contemplating the issuance and sale by Northwest Natural Gas Company (the "Company") from time-to-time, of $60,000,000 of its First Mortgage Bonds (the "New Bonds") and/or Common Stock (the "New Common Stock"), I am of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. 2. All action necessary to make the New Bonds legally issued and valid and binding obligations of the Company will have been taken when: (i) The Company's Registration Statement on Form S-3 shall have become effective under the Act; (ii) The Oregon Public Utility Commission and the Washington Utilities and Transportation Commission shall have issued appropriate orders authorizing the issuance and sale of the New Bonds by the Company; (iii) A Supplemental Indenture to the Company's Mortgage and Deed of Trust with respect to the New Bonds shall have been executed and delivered by the Company and the trustee; (iv) The Company's Board of Directors or the Executive Committee thereof and its officers and agents shall have taken such action as may be necessary to (i) determine the specific terms of the New Bonds, and (ii) authorize the issuance and sale of the New Bonds on the terms set forth in or contemplated by the Registration Statement; and (v) The New Bonds shall have been executed and delivered by the Company for the consideration contemplated in the Registration Statement and authenticated by the trustee. 3. The New Common Stock will be legally issued, fully paid and non- assessable: (i) The Company's Registration Statement on Form S-3 shall have become effective under the Act; (ii) The Company's Board of Directors or the Executive Committee thereof shall have taken appropriate action with respect to the issuance and sale of the New Common Stock; (iii) The issuance of the New Common Stock shall have been authorized by the Oregon Public Utility Commission and the Washington Utilities and Transportation Commission; and (iv) The New Common Stock shall have been issued and delivered for the consideration contemplated in the Registration Statement. I am a member of the Bar of the States of Oregon and Washington and do not hold myself out as an expert on the laws of any other state. As to all matters relating to the laws of New York, I have relied upon an opinion of even date herewith, addressed to you by Reid & Priest, counsel to the Company, which is filed as an exhibit to the Registration Statement. I hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of my name as counsel therein. Very truly yours, Bruce B. Samson EX-5 7 EXHIBIT 5(B) OPINION OF REID & PRIEST Exhibit 5(b) REID & PRIEST 40 WEST 57TH STREET NEW YORK, NEW YORK 10011 (212) 603-2000 New York, New York May 23, 1994 Northwest Natural Gas Company One Pacific Square 220 N.W. Second Avenue Portland, Oregon 97209 Dear Sirs: With respect to the Registration Statement to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), on or about the date hereof, contemplating the issuance and sale by Northwest Natural Gas Company (the "Company") from time-to-time, of $60,000,000 of its First Mortgage Bonds (the "New Bonds") and/or Common Stock (the "New Common Stock"), we are of the opinion that: 1. The Company is a corporation duly organized and validly existing under the laws of the State of Oregon. 2. All action necessary to make the New Bonds legally issued and valid and binding obligations of the Company will have been taken when: (i) The Company's Registration Statement on Form S-3 shall have become effective under the Act; (ii) The Oregon Public Utility Commission and the Washington Utilities and Transportation Commission shall have issued appropriate orders authorizing the issuance and sale of the New Bonds by the Company; (iii) A Supplemental Indenture to the Company's Mortgage and Deed of Trust with respect to the New Bonds shall have been executed and delivered by the Company and the trustee; (iv) The Company's Board of Directors or the Executive Committee thereof and its officers and agents shall have taken such action as may be necessary to (i) determine the specific terms of the New Bonds, and (ii) authorize the issuance and sale of the New Bonds on the terms set forth in or contemplated by the Registration Statement; and (v) The New Bonds shall have been executed and delivered by the Company for the consideration contemplated in the Registration Statement and authenticated by the trustee. 3. The New Common Stock will be legally issued, fully paid and non- assessable: (i) The Company's Registration Statement on Form S-3 shall have become effective under the Act; (ii) The Company's Board of Directors or the Executive Committee thereof shall have taken appropriate action with respect to the issuance and sale of the New Common Stock; (iii) The issuance of the New Common Stock shall have been authorized by the Oregon Public Utility Commission and the Washington Utilities and Transportation Commission; and (iv) The New Common Stock shall have been issued and delivered for the consideration contemplated in the Registration Statement. We are members of the Bar of the State of New York and do not hold ourselves out as experts on the laws of any other state. As to all matters relating to the laws of Oregon and Washington, we have relied upon an opinion of even date herewith, addressed to you by Bruce B. Samson, Esq., General Counsel for the Company, which is filed as an exhibit to the Registration Statement. We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name therein. Very truly yours, REID & PRIEST EX-25 8 EXHIBIT 25 (A) FORM T-1 Exhibit 25(a) _________________________________________________________________ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ______________________ FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ___________ ______________________ BANKERS TRUST COMPANY (Exact name of trustee as specified in its charter) NEW YORK 13-4941247 (Jurisdiction of Incorporation (I.R.S. Employer if not a U.S. national bank) Identification n.) FOUR ALBANY STREET NEW YORK, NEW YORK 10006 (Address of principal (Zip Code) executive offices) _________________________________ NORTHWEST NATURAL GAS COMPANY (Exact name of obligor as specified in the charter) OREGON 93-0256722 (State or other jurisdiction of (I.R.S. employer Incorporation or organization) Identification no.) ONE PACIFIC SQUARE 220 N.W. SECOND AVENUE PORTLAND, OREGON 97209 (Address of principal executive offices) (Zip Code) ______________________________ FIRST MORTGAGE BONDS (Title of the indenture securities) _________________________________________________________________ ITEM 1. GENERAL INFORMATION. Furnish the following information as to the trustee. (a) Name and address of each examining or supervising authority to which it is subject. NAME ADDRESS ---- ------- Federal Reserve Bank (2nd District) New York, NY Federal Deposit Insurance Corporation Washington, D.C. New York State Banking Department Albany, NY (b) Whether it is authorized to exercise corporate trust powers. Yes. ITEM 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None. ITEM 3.-15. NOT APPLICABLE ITEM 16. LIST OF EXHIBITS. EXHIBIT 1 - Restated Organization Certificate of Bankers Trust Company dated August 7, 1990 and Certificate of Amendment of the Organization Certificate of Bankers Trust Company dated June 23, 1992 - Incorporated herein by reference to Exhibit 1 filed with Form T-1 Statement, Registration No. 33-48267. EXHIBIT 2 - Certificate of Authority to commence business - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. EXHIBIT 3 - Authorization of the Trustee to exercise corporate trust powers - Incorporated herein by reference to Exhibit 2 filed with Form T-1 Statement, Registration No. 33-21047. EXHIBIT 4 - Existing By-Laws of Bankers Trust Company, dated as amended on September 21, 1993. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 33-52359. EXHIBIT 5 - Not applicable. EXHIBIT 6 - Consent of Bankers Trust Company required by Section 321(b) of the Act. - Incorporated herein by reference to Exhibit 4 filed with Form T-1 Statement, Registration No. 22-18864. EXHIBIT 7 - A copy of the latest report of condition of Bankers Trust Company dated as of March 31, 1994 - Attached EXHIBIT 8 - Not Applicable EXHIBIT 9 - Not Applicable SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee, Bankers Trust Company, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 16th day of May, 1994. BANKERS TRUST COMPANY By: Shikha Dombek ------------------------------- Shikha Dombek Assistant Secretary Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94 Address: 130 Liberty Street City, State ZIP: New York, NY 10006 FDIC Certificate No.: 0 0 6 2 3 ST-BK: 36-4840 FFIEC 031 Page RC-1 CONSOLIDATED REPORT OF CONDITION FOR INSURED COMMERCIAL AND STATE-CHARTERED SAVINGS BANKS MARCH 31, 1994 All schedules are to be reported in thousands of dollars. Unless otherwise indicated, reported the amount outstanding as of the last business day of the quarter. SCHEDULE RC--BALANCE SHEET C400 Dollar Amounts In Thousands RFCD Bil Mil Thou ASSETS 1. Cash and balances due from depository institutions (from Schedule RC- A): a. Noninterest-bearing balances and currency and coin(1)___________ 0081 1,764,000 1.a. b. Interest-bearing balances (2)_____________ 0071 1,588,000 1.b. 2. Securities: a. Held-to-maturity securities (from Schedule RC-B, column A) _________________________ 1754 0 2.a. b. Available-for-sale securities (from Schedule RC-B, column D)_________________ 1773 3,677,000 2.b. 3. Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds sold ______________________ 0276 2,153,000 3.a. b. Securities purchased under agreements to resell __________________________________ 0277 979,000 3.b. 4. Loans and lease financing receivables: a. Loans and leases, net of unearned income (from Schedule RC-C) RCFD 2122 17,386,000 4.a. b. LESS: Allowance for loan and lease losses _______ RCFD 3123 1,269,000 4.b. c. LESS: Allocated transfer risk reserve ____ RCFD 3128 0 4.c. d. Loans and leases, net of unearned income, allowance, and reserve (item 4.a minus 4.b and 4.c) ____________________________ 2125 16,117,000 4.d. 5. Assets held in trading accounts _____________ 3545 35,036,000 5. 6. Premises and fixed assets (including capitalized leases) _________________________ 2145 704,000 6. 7. Other real estate owned (from Schedule RC-M) ______________________________ 2150 248,000 7. 8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) 2130 188,000 8. 9. Customers' liability to this bank on acceptances outstanding _____________________ 2155 436,000 9. 10. Intangible assets (from Schedule RC-M) ______ 2143 10,000 10. 11. Other assets (from Schedule RC-F) ___________ 2160 10,462,000 11. 12. Total assets (sum of items 1 through 11)_____ 2170 73,362,000 12. ___________________ (1) Includes cash items in process of collection and unposted debits. (2) Includes time certificates of deposit not held in trading accounts. Legal Title of Bank: Bankers Trust Company Call Date: 3/31/94 Address: 130 Liberty Street City, State ZIP: New York, NY 10006 FDIC Certificate No.: 0 0 6 2 3 ST-BK: 36-4840 FFIEC 031 Page RC-2 SCHEDULE RC--CONTINUED Dollar Amounts In Thousands Bil Mil Thou LIABILITIES 13. Deposits: a. In domestic offices (sum of totals of columns A and C from Schedule RC-E part I) RCON 2200 8,815,000 13.a. (1) Noninterest- bearing(1) RCON 6631 3,691,000 13.a.(1) (2) Interest- bearing RCON 6636 5,124,000 13.a.(2) b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E part II) RCFN 2200 11,770,000 13.b. (1) Noninterest- bearing RCFN 6631 570,000 13.b.(1) (2) Interest- bearing RCFN 6636 11,200,000 13.b.(2) 14. Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBFs: a. Federal funds purchased RCFD 0278 4,755,000 14.a. b. Securities sold under agreements to repurchase RCFD 0279 121,000 14.b. 15. a. Demand notes issued to the U.S. Treasury RCON 2840 0 15.a. b. Trading liabilities RCFD 3548 19,956,000 15.b. 16. Other borrowed money: a. With original maturity of one year or less RCFD 2332 11,599,000 16.a. b. With original maturity of more than one year RCFD 2333 1,341,000 16.b. 17. Mortgage indebtedness and obligations under capitalized leases RCFD 2910 9,000 17. 18. Bank's liability on acceptances executed and outstanding RCFD 2920 436,000 18. 19. Subordinated notes and debentures RCFD 3200 1,279,000 19. 20. Other liabilities (from schedule RC-G) RCFD 2930 9,107,000 20. 21. Total liabilities (sum of items 13 through 20) RCFD 2948 69,188,000 21. 22. Limited-life preferred stock and related surplus RCFD 3282 0 22. EQUITY CAPITAL 23. Perpetual preferred stock and related surplus RCFD 3838 250,000 23. 24. Common stock RCFD 3230 852,000 24. 25. Surplus (exclude all surplus related to preferred stock) RCFD 3839 498,000 25. 26. a. Undivided profits and capital reserves RCFD 3632 2,859,000 26.a. b. Net unrealized holding gains (losses) on available-for-sale securities RCFD 8434 39,000 26.b. 27. Cumulative foreign currency translation adjustments RCFD 3284 (324,000) 27. 28. Total equity capital (sum of items 23 through 27) RCFD 3210 4,174,000 28. 29. Total liabilities, limited-life preferred stock, and equity capital (sum of items 21, 22, and 28) RCFD 3300 73,362,000 29. Memorandum To be reported only with the March Report of Condition. 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 1993................ Number RCFD 6724 2 M.1 1 = Independent audit of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the bank 2 = Independent audit of the bank's parent holding company conducted in accordance with generally accepted auditing standards by a certified public accounting firm which submits a report on the consolidated holding company (but not on the bank separately) 3 = Directors' examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state chartering authority) 4 = Director's examination of the bank performed by other external auditors (may be required by state chartering authority) 5 = Review of the bank's financial statements by external auditors 6 = Compilation of the bank's financial statements by external auditors 7 = Other audit procedures (excluding tax preparation work) 8 = No external audit work -------------------------- (1) Including total demand deposits and noninterest-bearing time and savings deposits. EX-25 9 EXHIBIT 25 (B) FORM T-2 Exhibit 25(b) ------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM T-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b)(2) ____ -------------- STANLEY BURG ###-##-#### (Name of Trustee) (Social Security Number) FOUR ALBANY STREET NEW YORK, NEW YORK 10006 (Business address, street, (Zip Code) city and state) ---------------------------------------------------------------- NORTHWEST NATURAL GAS COMPANY. (Exact name of obligor as specified in the charter) OREGON 93-0256722 (State or other jurisdiction (I.R.S.employer of Incorporation or organization) Identification No.) ONE PACIFIC SQUARE 220 N.W. SECOND AVENUE PORTLAND, OREGON 97209 (Address of principal executive offices) (Zip Code) ----------------- FIRST MORTGAGE BONDS (Title of the indenture securities) ------------------------------------------------------------------------- ITEM 1. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the trustee, describe each affiliation. None. ITEM 11. LIST OF EXHIBITS. List below all exhibits filed as a part of this statement of eligibility and qualification. None. ------------------------------------------------------------------------ SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, I Stanley Burg, have signed this statement of eligibility in The City of New York and State of New York, on the 16th day of May, 1994. /s/ Stanley Burg ------------------- STANLEY BURG (SIGNATURE OF TRUSTEE) -----END PRIVACY-ENHANCED MESSAGE-----