LEASE SUPPLEMENT NO. 3
LEASE SUPPLEMENT NO. 3, dated as of January 26, 1993, between PORTLAND
GENERAL ELECTRIC COMPANY, an Oregon corporation (herein, together with its
permitted successors and assigns, "Lessee") and FIRST INTERSTATE BANK OF OREGON,
N.A. (formerly known as First National Bank of Oregon), a national banking
association, as trustee (herein, together with its permitted successors and
assigns, "Lessor") under a Trust Agreement dated as of September 1, 1979,
between it and the Owner Participant named therein.
INTRODUCTION
Lessee and Lessor have heretofore entered into a Lease Agreement dated
as of September 1, 1979, as supplemented by Lease Supplement No. 1 dated
November 7, 1979 and Lease Supplement No. 2 dated January 23, 1980 (herein, as
heretofore supplemented in accordance with the provisions thereof, the "Lease").
Capitalized terms not otherwise defined herein have the meanings ascribed to
them in the Lease.
The Owner Participant is refinancing the indebtedness originally
incurred to finance a portion of Lessor's Cost of the Equipment subject to the
Lease and, in connection therewith, the Lessor and Lessee desire to amend the
Lease as herein provided.
NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, and pursuant to Section 3 of the Lease, Lessor and
Lessee hereby agree as follows:
1. The following terms defined in Section 1 of the Lease are amended
as follows:
(a) Each of the following terms is amended by changing the reference
to "Participation Agreement" in the definition thereof to "Note Agreement":
"Indenture" "Operative Documents"
"Lease Assignment" "Participants"
"Loan Participants" "Secured Notes"
(b) The term "Descriptive Warranty" is amended to read in its entirety
as follows:
"Descriptive Warranty" shall have the meaning specified in either the
Participation Agreement or Note Agreement as appropriate.
(c) The term "Stipulated Loss Value" is amended by changing the
reference to "premium" in the first and last sentences of the definition thereof
to "Make-Whole Amount."
(d) The term "Termination Value" is amended by changing the reference
to "premium" in the first and third sentences of the definition thereof to
"Make-Whole Amount."
(e) The definition of the term "Stipulated Interest Rate" is hereby
amended in its entirety to read as follows:
"Stipulated Interest Rate" shall mean (i) at all times prior
to the Purchase Date (as defined in the Note Agreement), 11.20% per
annum and (ii) on and after the Purchase Date, 8.49%, in each case
computed on the basis of a 360-day year of 12 30-day months.
(f) The following additional terms in appropriate alphabetical order:
"Make-Whole Amount" shall have the meaning specified in the
Indenture.
"Note Agreement" shall mean the Note Purchase Agreement dated as
of January 26, 1993 among the Lessee, the Owner Participant, the Loan
Participant, the Lessor and the Indenture Trustee, as the same may be
amended, modified or supplemented from time to time in accordance with
the provisions thereof and of the Indenture.
2. Section 4(b) of the Lease is amended to read in its entirety as
follows:
(b) On the date hereof Lessee shall pay to Lessor $17,885.69,
representing Basic Rent for the period from January 23, 1993 to and
including the date hereof. Lessee shall pay to Lessor Basic Rent in 24
semiannual installments on the Semiannual Rent Payment Dates during
the Basic Term, commencing on July 23, 1993, each in an amount equal
to that percentage of Lessor's Cost set opposite the applicable
Semiannual Rent Payment Date in Schedule 1 (subject to adjustment as
provided in the Participation Agreement and the Note Agreement);
provided, however, that the amount of Basic Rent payable on any
Semiannual Rent Payment Date shall in no event be less than the
aggregate amount of the regularly scheduled installments of principal
and interest due and payable on the Secured Notes on such Semiannual
Rent Payment Date.
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3. Sections 4(c), 4(d), 4(e), 4(f) and 25 of the Lease are amended by
inserting immediately following the words "Participation Agreement" wherever
they occur the phrase "or the Note Agreement."
4. Section 14(a)(i) of the Lease is amended by inserting immediately
following the words "Participation Agreement" the phrase ", Article XII of the
Note Agreement."
5. Section 28 of the Lease is amended by deleting the word
"Participation" in clause (e) thereof and inserting the word "Note" therefor.
6. Schedules 1, 2 and 3 to the Lease are amended to read in their
entirety as set forth in Schedules 1, 2 and 3 to this Lease Supplement No. 3.
7. No Default has occurred or is continuing.
8. This Lease Supplement is supplemental to the Lease. As supplemented
and amended by this Lease Supplement, the Lease is in all respects ratified,
approved and confirmed, and the Lease and this Lease Supplement shall together
constitute one and the same instrument.
9. CONCURRENTLY WITH THE EXECUTION OF THIS LEASE SUPPLEMENT, THE LEASE
AS AMENDED HEREBY HAS BEEN ASSIGNED TO AND IS SUBJECT TO A SECURITY INTEREST IN
FAVOR OF UNITED STATES NATIONAL BANK OF OREGON, INDENTURE TRUSTEE, UNDER AND TO
THE EXTENT SET FORTH IN THE INDENTURE AND FIRST DEED OF TRUST DATED AS OF
JANUARY 26, 0000, XXXXXXX XXXXX XXXXXXXXXX XXXX XX XXXXXX, AS OWNER TRUSTEE, AND
UNITED STATES NATIONAL BANK OF OREGON, AS INDENTURE TRUSTEE, AS SUCH INDENTURE
AND FIRST DEED OF TRUST MAY BE AMENDED, MODIFIED, OR SUPPLEMENTED FROM TIME TO
TIME IN ACCORDANCE WITH THE PROVISIONS THEREOF. THE LEASE HAS BEEN EXECUTED IN
SEVERAL COUNTERPARTS. ONLY THE ORIGINAL COUNTERPART CONTAINING THE RECEIPT
THEREFOR EXECUTED BY UNITED STATES NATIONAL BANK OF OREGON ON THE SIGNATURE PAGE
THEREOF EVIDENCES THE MONETARY OBLIGATIONS OF THE LESSEE THEREUNDER. SEE SECTION
27 OF THE LEASE FOR FURTHER INFORMATION CONCERNING THE RIGHTS OF THE HOLDERS OF
THE OTHER COUNTERPARTS HEREOF.
10. This Lease Supplement is being executed in more than one
counterpart, each of which shall be deemed original, but all such counterparts
shall together constitute but one and the same instrument. Each counterpart has
been prominently marked to identify the party to whom originally delivered. Only
the counterpart marked "Lessor's Copy" and containing the receipt therefor
executed by Indenture Trustee on the signature page thereof shall evidence the
monetary obligations of Lessee hereunder and thereunder. To the extent, if any,
that this Lease
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Supplement constitutes chattel paper (as such term is defined in the Uniform
Commercial Code as in effect in any applicable jurisdiction), no security
interest in this Lease Supplement may be created by the transfer or possession
of any counterpart thereof other than the counterpart marked "Lessor's Copy" and
containing the receipt therefor executed by Indenture Trustee on or immediately
following the signature page thereof.
11. Owner Trustee is entering into this Lease Supplement No. 3 in its
fiduciary capacity under the Trust Agreement and shall have no personal
liability hereunder except as expressly provided in the Lease or the Trust
Agreement.
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IN WITNESS WHEREOF, Lessee and Lessor have caused this Lease
Supplement to be duly executed and their corporate seals to be hereunto affixed
and attested by their respective officers thereunto duly authorized the day and
year first above written.
PORTLAND GENERAL ELECTRIC COMPANY,
as Lessee,
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Title: Assistant Treasurer
[Seal]
Attest:
/s/ Xxxxxx X. XxXxxxxx
---------------------------------
Title: Assistant Secretary
FIRST INTERSTATE BANK OF OREGON, N.A.
as Owner Trustee and Lessor,
By: /s/ X. Xxxxx
--------------------------
Title: Trust Officer
By: /s/ Xxxxxx Xxxxxx
--------------------------
Title: Assistant Vice President
*Receipt of this original counterpart of the foregoing Lease
Supplement is hereby acknowledged on this 26th day of January, 1993.
UNITED STATES NATIONAL BANK OF
OREGON, as Indenture Trustee,
By: /s/ X. Xxxxxxx
--------------------------
Title: Trust Officer
*This language in the original counterpart only.
ACKNOWLEDGEMENTS TO LEASE SUPPLEMENT NO. 3
STATE OF OREGON )
) ss.:
COUNTY OF MULTNOMAH, )
The foregoing instrument was acknowledged before me this 25th day of
January, 1993, by Xxxxxx X. Xxxxxxx, an Assistant Treasurer of Portland General
Electric Company, an Oregon corporation on behalf of the corporation.
/s/ Xxxxxx X. Xxxxxx
--------------------------
Notary Public
(Official Seal)
STATE OF OREGON )
) ss.:
COUNTY OF MULTNOMAH, )
The foregoing instrument was acknowledged before me this 25th day of
January, 1993, by X. Xxxxx and Xxxxxx Xxxxxx, a Trust Officer and Assistant Vice
President, respectively, of First Interstate Bank of Oregon, N.A., a national
banking association, on behalf of the association.
/s/ Xxxxxx X. Xxxxxx
--------------------------
Notary Public
(Official Seal)
SCHEDULE 1
TO
LEASE AGREEMENT
BASIC RENT
Rental Date Rent Amount % of Cost
----------- ----------- ---------
July 23, 1993 749652.81 1.90753293
January 23, 1994 2467039.59 6.27751833
July 23, 1994 698518.49 1.77741884
January 23, 1995 2530879.89 6.43996348
July 23, 1995 632074.44 1.60834827
January 23, 1996 2597323.95 6.60903405
July 23, 1996 573419.53 1.45909764
January 23, 1997 2655987.85 6.75828468
July 23, 1997 515421.54 1.31151854
January 23, 1998 2713976.84 6.90586378
July 23, 1998 457965.30 1.16531798
January 23, 1999 2772429.81 7.05460057
July 23, 1999 401040.54 1.02046976
January 23, 2000 3546001.93 9.02299752
July 23, 2000 324690.48 0.82619285
January 23, 2001 3622351.98 9.21727443
July 23, 2001 254758.93 0.64824814
January 23, 2002 3692283.54 9.39521914
July 23, 2002 185045.09 0.47085743
January 23, 2003 3761997.38 9.57260985
July 23, 2003 114620.36 0.29165782
January 23, 2004 3832422.11 9.75180946
July 23, 2004 550256.91 1.40015906
January 23, 2005 3385821.55 8.61540970
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SCHEDULE 2
TO
LEASE AGREEMENT
STIPULATED LOSS VALUES
The Stipulated Loss Value of the Equipment as of any Semiannual Rent
Payment Date shall mean the product derived from multiplying (i) the percentage
figure opposite such Semiannual Rent Payment Date set forth in the table
appearing below by (ii) Lessor's Cost for the Equipment.
Semiannual Rent Payment Date Percentage of Lessor's Cost
---------------------------- ---------------------------
January 23, 1993 91.44643827
July 23, 1993 91.76955339
January 23, 1994 87.73287740
July 23, 1994 88.03468599
January 23, 1995 83.71119552
July 23, 1995 84.07722636
January 23, 1996 79.49944474
July 23, 1996 79.88920055
January 23, 1997 75.05479610
July 23, 1997 75.47153923
January 23, 1998 70.38627077
July 23, 1998 70.83296751
January 23, 1999 65.50007049
July 23, 1999 65.97990512
January 23, 2000 58.58439148
July 23, 2000 59.07289152
January 23, 2001 51.35902936
July 23, 2001 51.88527709
January 23, 2002 43.87329155
July 23, 2002 44.44174308
January 23, 2003 36.13658475
July 23, 2003 36.75494320
January 23, 2004 28.15559565
July 23, 2004 27.59925144
January 23, 2005 20.00000000
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SCHEDULE 3
TO
LEASE AGREEMENT
TERMINATION VALUES
The Termination Value as of a particular Semiannual Rent Payment Date
shall mean the product derived from multiplying (i) the percentage figure
opposite such Semiannual Rent Payment Date set forth in the table appearing
below and (ii) Lessor's Cost for the Equipment.
Semiannual Rent Payment Date Percentage of Lessor's Cost
---------------------------- ---------------------------
January 23, 1993 83.87284472
July 23, 1993 83.87284472
January 24, 1994 79.53519038
July 23, 1994 79.53519038
January 23, 1995 74.87264573
July 23, 1995 74.87264573
January 23, 1996 69.88565472
July 23, 1996 69.88565472
January 23, 1997 64.60592135
July 23, 1997 64.60592135
January 23, 1998 59.03645502
July 23, 1998 59.03645502
January 23, 1999 53.17744861
July 23, 1999 53.17744861
January 23, 2000 45.21059248
July 23, 2000 45.21059248
January 23, 2001 36.87577458
July 23, 2001 36.87577458
January 23, 2002 28.19124512
July 23, 2002 28.19124512
January 23, 2003 19.15783909
July 23, 2003 19.15783909
January 23, 2004 9.77010606
July 23, 2004 8.45788033
January 23, 2005 0.00000000
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