dex4k.htm


    Northwest
Natural Gas Company

     

    $300,000,000

     

    Medium-Term
Notes, Series B

     

    August
24, 2009

     

    Banc of
America Securities LLC

     

    One
Bryant Park

     

    New York,
New York  10036

     

    Attn:  High
Grade Transaction Management/Legal

     

     

    UBS
Securities LLC

     

    677
Washington Blvd.

     

    Stamford,
Connecticut 06901

     

    Attn:  Fixed
Income Syndicate

     

     

    J.P.
Morgan Securities Inc.

     

    270 Park
Avenue—Floor 8

     

    New York,
New York 10017

     

    Attn:  Medium-Term
Notes Desk

     

     

    Piper
Jaffray & Co.

     

    800
Nicollet Mall

     

    Minneapolis,
MN  55402

     

    Attn:  Debt
Capital Markets

     

     

    Wells
Fargo Securities, LLC

     

    301 S.
College Street

     

    Charlotte,
NC  28288-0613

     

    Attn:  Transaction
Management Department

     

    


     

    Ladies
and Gentlemen:

     

    Reference
is hereby made to the Distribution Agreement, dated March 18, 2009 (the “Distribution Agreement”), a
copy of which has previously been delivered to you, between Northwest Natural
Gas Company, an Oregon corporation (the “Company”), and each of Banc of America
Securities LLC, UBS Securities LLC, J.P. Morgan Securities Inc. and Piper
Jaffray & Co., with respect to the issue and sale by the Company of its
First Mortgage Bonds, designated Secured Medium-Term Notes, Series B, and its
Unsecured Medium-Term Notes, Series B (collectively, the “Securities”).  Capitalized
terms used herein without definition shall have the meanings assigned to them in
the Distribution Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Subject
to the terms and conditions set forth in the Distribution Agreement, the Company
hereby appoints Wells Fargo Securities, LLC as agent of the Company for the
purpose of soliciting and receiving offers to purchase the
Securities.  In connection with such appointment, Wells Fargo
Securities, LLC is hereby entitled to the benefits and subject to the duties of
an Agent under the terms and conditions of the Distribution Agreement (including
the Administrative Procedures) and by its execution hereof is hereby made a
party to the Distribution Agreement.  In connection with such
appointment, Wells Fargo Securities, LLC shall receive as of the date
hereof:  (1) Distribution Agreement, dated March 18, 2009, among the
Company and the agents made a party thereto; (2) legal opinions, dated March 18,
2009, of Margaret D. Kirkpatrick, Morgan, Lewis & Bockius LLP, Stoel Rives
LLP, and Simpson Thacher & Bartlett LLP; (3) comfort letter, dated March 18,
2009, from PricewaterhouseCoopers LLP; (4) Base Prospectus, dated January 8,
2008 and Prospectus Supplement, dated March 18, 2009; (5) bring-down legal
opinions, dated August 6, 2009, of Margaret D. Kirkpatrick, Stoel Rives LLP, and
Morgan, Lewis & Bockius LLP; and (6) bring-down comfort letter from
PricewaterhouseCoopers LLP, dated August 6, 2009.

     

    Any
communication under the Distribution Agreement will be made in accordance with
Section 12 of the Distribution Agreement, and if to Wells Fargo Securities, LLC
shall be sufficient in all respects when delivered or sent by facsimile
transmission or registered mail to 301 S. College Street, Charlotte,
NC  28288-0613, attention: Transaction Management Department,
facsimile transmission number (704) 383-9165.

     

    This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     

    If the
foregoing correctly sets forth our agreement, please indicate your acceptance
hereof in the space provided for that purpose below.

     

                                Very truly
yours,

     

                                NORTHWEST NATURAL
GAS

     

                                COMPANY

     

                                By:   _________________________        

                                                      

                                Title:  Senior
Vice President and Chief

     

                                        Financial Officer

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    The
foregoing Agreement is hereby

     

    confirmed
and accepted as of the

     

    date
hereof.

     

    WELLS
FARGO SECURITIES, LLC

     

    
      	
              By:

            	 


    

     

      
        

      

    

    
      	
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