LEASE SUPPLEMENT NO. 2
LEASE SUPPLEMENT NO. 2 dated January 23, 1980, between Portland
General Electric Company, an Oregon corporation (herein, together with its
permitted successors and assigns, "Lessee") and 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 (herein, as the same may be amended, modified or
supplemented in accordance with the provisions thereof, the "Lease"), providing
for the execution and delivery of a Lease Supplement substantially in the form
hereof (capitalized terms defined in the Lease being used herein as so defined)
for the purpose of confirming the leasing of the Phase II Equipment under the
Lease.
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. Lessor hereby delivers and leases to Lessee, and Lessee hereby
leases from Lessor under the Lease, all of its estate, right, title and interest
in and to the property described or referred to as the "Phase II Equipment" in
Schedule 1 of Exhibit A to the Lease.
2. Lessee hereby acknowledges and confirms that such Equipment is
leased under the Lease and that such Equipment is located on the real property
described in Annex A of Schedule 1 of Exhibit A to the Lease.
3. Lessee hereby acknowledges and confirms that such Equipment (a) has
been duly marked as showing the title of Lessor thereto in accordance with the
terms of Section 8 of the Lease, (b) has been accepted by it for all purposes
hereof and of the Lease, (c) conforms to the Plans and Specifications and the
Descriptive Warranty and (d) is in good
working order and repair and without defect or vice in title, condition, design,
operation or fitness for use, whether or not discoverable by Lessee as of the
date hereof, and free and clear of all Liens except Liens set forth in Schedule
2 to the Xxxx of Sale for such Equipment and the Lien in favor of Indenture
Trustee created pursuant to the Indenture; provided, however, that nothing
contained herein or in the Lease shall in any way diminish or otherwise affect
any right Lessee or Lessor may have with respect to such Equipment against any
Contractor.
4. Lessor's Cost for such Equipment is $13,091,800.
5. Lessee acknowledges and confirms its agreement (set forth in
Section 4 of the Lease) to pay Interim Rent, Basic Rent and Supplemental Rent
for such Equipment as provided in the Lease.
6. No Default has occurred or is continuing.
7. Section 4 of the Lease is hereby amended by changing the percentage
specified therein for calculating Interim Rent from .023774% to .024050%.
8. Schedules 1, 2 and 3 of the Lease, showing the amounts of Basic
Rent, Stipulated Loss Value and Termination Value, are hereby amended to read in
their entirety as set forth in Exhibits A, B and C, respectively, hereto.
9. This Lease Supplement is supplemental to the Lease. As supplemented
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.
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 Supplement constitutes chattel paper (as such term is defined in
the Uniform Commer-
cial 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.
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/
-----------------------------
Title: Asst. Vice President
[Seal]
Attest:
/s/
---------------------------------
Title: Asst. Secretary
FIRST NATIONAL BANK OF OREGON,
as Owner Trustee and Lessor
by/s/
-----------------------------
Title: Trust Officer
[Seal]
Attest:
/s/
---------------------------------
Title: Asst. Secretary
*Receipt of this original counterpart of the foregoing Lease
Supplement is hereby acknowledged on this 23rd day of January 1980.
UNITED STATES NATIONAL BANK OF
OREGON, as Indenture Trustee,
by_____________________________
Title:
[Seal]
Attest:
_________________________________
Title:
_________________________
* This language in the original counterpart only.
ACKNOWLEDGMENTS TO LEASE SUPPLEMENT
STATE OF OREGON, )
) ss.:
COUNTY OF MULTNOMAH, )
Personally appeared before me _______________ and ______________ who
being duly sworn did say that they are the ________________ and
__________________ respectively, of PORTLAND GENERAL ELECTRIC COMPANY, a
corporation, 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
said instrument was acknowledged to be its voluntary act and deed.
___________________________________
Notary Public for Oregon
My Commission Expires:______________________
STATE OF OREGON, )
) ss.:
COUNTY OF MULTNOMAH, )
Personally appeared before me ____________ and _________________, who
being duly sworn did say that they are the _________________ and ____________,
respectively, of FIRST NATIONAL BANK OF OREGON, a national banking association,
and that the seal affixed to the foregoing instrument is the seal of said
association and that said instrument was signed and sealed in behalf of said
association by authority of its Board of Directors andd said instrument was
acknowledged to be its voluntary act and deed.
_____________________________________
Notary Public for Oregon
My Commission Expires:____________________
EXHIBIT A
BASIC RENT*
Semiannual Percentage of Semiannual Percentage of
Rent Payment Date Lessor's Cost Rent Payment Date Lessor's Cost
----------------- ------------- ----------------- -------------
July 23, 1980 3.896298% January 23, 1993 4.761778%
January 23, 1981 3.896298 July 23, 1993 4.761778
July 23, 1981 3.896298 January 23, 1994 4.761778
January 23, 1982 3.896298 July 23, 1994 4.761778
July 23, 1982 3.896298 January 23, 1995 4.761778
January 23, 1983 3.896298 July 23, 1995 4.761778
July 23, 1983 3.896298 January 23, 1996 4.761778
January 23, 1984 3.896298 July 23, 1996 4.761778
July 23, 1984 3.896298 January 23, 1997 4.761778
January 23, 1985 3.896298 July 23, 1997 4.761778
July 23, 1985 3.896298 January 23, 1998 4.761778
January 23, 1986 3.896298 July 23, 1998 4.761778
July 23, 1986 3.896298 January 23, 1999 4.761778
January 23, 1987 3.896298 July 23, 1999 4.761778
July 23, 1987 3.896298 January 23, 2000 4.761778
January 23, 1988 3.896298 July 23, 2000 4.761778
July 23, 1988 3.896298 January 23, 2001 4.761778
January 23, 1989 3.896298 July 23, 2001 4.761778
July 23, 1989 3.896298 January 23, 2002 4.761778
January 23, 1990 3.896293 July 23, 2002 4.761778
July 23, 1990 3.896298 January 23, 2003 4.761778
January 23, 1991 3.896298 July 23, 2003 4.761778
July 23, 1991 3.896298 January 23, 2004 4.761778
January 23, 1992 3.896298 July 23, 2004 4.761778
July 23, 1992 3.896298 January 23, 2005 4.761778
_____________________________
* Based on a Commencement Date of January 23, 1980.
EXHIBIT B
STIPULATED LOSS VALUES*
The Stipulated Loss Value of the Equipment as of any Interim Rent
Payment Date or any Semiannual Rent Payment Date shall mean the product derived
from multiplying (i) the percentage figure opposite such Interim Rent Payment
Date or Semiannual Rent Payment Date set forth in the table appearing below by
(ii) Lessor's Cost for the Equipment (or the Phase I Equipment in the event
Stipulated Loss Value is being determined as of an Interim Rent Payment Date).
Rent Percentage of Lessor's Percentage of
Payment Date Cost Rent Payment Date Lessor's Cost
------------ ---- ----------------- -------------
January 23, 1980 105.525511 July 23, 1992 92.976877
July 23, 1980 107.174939 January 23, 1993 91.157531
January 23, 1981 108.600842 July 23, 1993 89.213979
July 23, 1981 109.893790 January 23, 1994 87.178318
January 1, 1982 111.075475 July 23, 1994 85.052640
July 23, 1982 112.168066 January 23, 1995 82.836837
January 23, 1983 108.810069 July 23, 1995 80.532239
July 23, 1983 107.517928 January 23, 1996 78.138769
January 23, 1984 108.304218 July 23, 1996 75.656838
July 23, 1984 109.001067 January 23, 1997 73.086557
January 23, 1985 105.249383 July 23, 1997 70.428050
July 23, 1985 103.562907 January 23, 1998 67.681437
January 23, 1986 103.957196 July 23, 1998 64.846851
July 23, 1986 104.261645 January 23, 1999 61.924424
January 23, 1987 100.120221 July 23, 1999 58.914299
July 23, 1987 98.043898 January 23, 2000 55.816617
January 23, 1988 98.051374 July 23, 2000 52.631534
July 23,1988 97.969246 January 23, 2001 49.359202
January 23, 1989 97.786196 July 23, 2001 45.999790
July 23, 1989 97.513964 January 23, 2002 42.553463
January 23, 1990 97.142925 July 23, 2002 39.020400
July 23, 1990 96.683370 January 23, 2003 35.400782
January 23, 1991 96.127428 July 23, 2003 31.692729
July 23, 1991 95.483920 January 23, 2004 27.894258
January 23, 1992 94.746796 July 23, 2004 24.000440
January 23, 2005 20.000011
* Based on a Commencement Date of January 23, 1980.
EXHIBIT C
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
---------------------------- ---------------------------
July 23, 1990 87.446434
January 23, 1991 86.609897
July 23, 1991 85.677270
January 23, 1992 84.642244
July 23, 1992 83.511875
January 23, 1993 81.405006
July 23, 1993 79.165196
January 23, 1994 76.824278
July 23, 1994 74.384070
January 23, 1995 71.844183
July 23, 1995 69.205654
January 23, 1996 66.468111
July 23, 1996 63.631655
January 23, 1997 60.696079
July 23, 1997 57.661180
January 23, 1998 54.526741
July 23, 1998 51.292549
January 23, 1999 47.958376
July 23, 1999 44.523996
January 23, 2000 40.989173
July 23, 2000 37.353669
January 23, 2001 33.617234
July 23, 2001 29.779620
January 23, 2002 25.840564
July 23, 2002 21.799805
January 23, 2003 17.657069
July 23, 2003 13.410006
January 23, 2004 9.056151
July 23, 2004 4.590079
January 23, 2005 0.000000
_____________________________
* Based on a Commencement Date of January 23, 1980.
