EX-99.4 5 ex99-4.txt EX. A-1.4 LEASE SUPPLEMENT NO. 3 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. -2- 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, 1993, BETWEEN FIRST INTERSTATE BANK OF OREGON, 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 -3- 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. -4- 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/ Steven N. Elliott -------------------------- Title: Assistant Treasurer [Seal] Attest: /s/ Steven F. McCarrel --------------------------------- Title: Assistant Secretary FIRST INTERSTATE BANK OF OREGON, N.A. as Owner Trustee and Lessor, By: /s/ C. Plouf -------------------------- Title: Trust Officer By: /s/ George Beeman -------------------------- 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/ B. Carrick -------------------------- 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 Steven N. Elliott, an Assistant Treasurer of Portland General Electric Company, an Oregon corporation on behalf of the corporation. /s/ Marlea M. Barnes -------------------------- 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 C. Plouf and George Beeman, 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/ Marlea M. Barnes -------------------------- 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 -7- 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 -8- 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 -9-