EX-99.3 4 ex99-3.txt EX. A-1.3 LEASE SUPPLEMENT NO. 2 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 Bill 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.