EX-99.7 8 ex99-7.txt EX. A-1.7 NOTICE OF PROPOSED TRANSFER Western America Financial, Inc. c/o BankAmerica Leasing & Capital Group 555 California Street - Fourth Floor San Francisco, California 94104 November 30, 1998 VIA FAX 503-220-0012 -------------------- To each of the Addressees on Schedule 1: Re: Notice of Proposed Transfer of Owner Participant's Interest Gentlepersons: Reference is made to that certain Note Purchase Agreement dated as of January 26, 1993 (the "Note Purchase Agreement") among Portland General Electric Company, as Lessee, Western America Financial, Inc., as Owner Participant, Principal Life Insurance Company (f/k/a Principal Mutual Life Insurance Company), as Loan Participant, Wells Fargo Bank National Association, as successor to First National Bank of Oregon and First Interstate Bank of Oregon, as Owner Trustee, and U.S. Bank Trust National Association (f/k/a United States National Bank of Oregon), as Indenture Trustee. Unless otherwise indicated herein, capitalized terms used herein have the meanings specified in the Note Purchase Agreement. Notice is hereby given, pursuant to Article XI of the Note Purchase Agreement, Article XIII of the Participation Agreement, Article XII of the Trust Agreement, and Section 10 of the Facilities Agreement, that Owner Participant proposes to sell and transfer one hundred percent (100%) of its right, title and interest in and to the Trust Estate, the properties of Owner Participant mortgaged as part of the Trust Indenture Estate, and under the Participation Agreement and all other Operative Documents to ICON/Boardman Facility LLC ("ICON"), a Delaware limited liability company consisting of the following four members: ICON Income Fund Eight A L.P., ICON Cash Flow Partners L.P. Seven, ICON Cash Flow Partners L.P. Six, and ICON Cash Flow Partners L.P. Series C (collectively, the "Members"). The Members will jointly and severally guaranty the obligations assumed by ICON under the Operative Documents. The aggregate capital and surplus of the Members exceeds the $100,000,000 amount required under Section 13.02(a) of the Participation Agreement. The proposed transfer to ICON is anticipated to close effective on or after November 20, 1998. ICON's address is c/o ICON Capital Corp., 600 Mamaroneck Avenue, Harrison, New York 10528. As required under Section 11.01 of the Note Purchase Agreement, Section 12.01 of the Trust Agreement, Section 13.02 of the Participation Agreement, and Section 10(D) and (E) of the Facilities Agreement, effective upon the transfer ICON will agree to be bound by all of the terms of, and to assume all of the obligations of Owner Participant arising under, each of the Operative Documents from and after such effective date, and will have satisfied the other requirements of a transferee under those sections. Please acknowledge your receipt of the foregoing Notice and your consent to the proposed transfer (subject to your review of the actual transfer documents) by signing the enclosed copy of this Notice where indicated below, and returning it via fax to Tom McCart at BankAmerica Leasing & Capital Group (fax #: 415-765-1817) and returning a copy to the undersigned in the enclosed return envelope. If you have any questions, you may call Tom McCart at (415) 765-1828. Very truly yours, Western America Financial, Inc. By: Name: Terri L. Kwiatek Title: Senior Vice President Acknowledged and Consented to: Portland General Electric Company, as Lessee By:_______________________________ Its_______________________________ Wells Fargo Bank National Association, as successor to First National Bank of Oregon and First Interstate Bank of Oregon, as Owner Trustee By:_______________________________ Its_______________________________ U.S. Bank Trust National Association (f/k/a United States National Bank of Oregon, as Indenture Trustee By:_______________________________ Its_______________________________ Principal Life Insurance Company (f/k/a Principal Mutual Life Insurance Company), as Loan Participant By:_______________________________ Its_______________________________ SCHEDULE 1 TO NOTICE OF PROPOSED TRANSFER BY OWNER PARTICIPANT Mahendra Shah Portland General Electric Company 121 S.W. Salmon Street Portland, OR 97204 Phone #: 503-464-7087 Fax #: 503-464-2236 Kevin Gasper Wells Fargo Bank National Association, as successor to First National Bank of Oregon and First Interstate Bank of Oregon 999 Third Avenue-Sixth Floor Seattle, WA 98104 Phone #: 206-343-6459 Fax #: 206-292-3682 Linda McConkey Assistant Vice President U.S. Bank Trust National Association (f/k/a United States National Bank of Oregon) 555 SW Oak Street, PL-6 Portland, OR 97204 Phone #: 503-220-0007 Fax #: 503-220-0012 Jon Heiny Counsel Principal Life Insurance Company (f/k/a Principal Mutual Life Insurance Company) 711 High Street Des Moines, Iowa 50392-0800 Phone #: 515-246-7522 Fax #: 515-248-0483 As required under Section 11.01 of the Note Purchase Agreement, Section 12.01 of the Trust Agreement, Section 13.02 of the Participation Agreement, and Section 10(D) and (E) of the Facilities Agreement, effective upon the transfer ICON will agree to be bound by all of the terms of, and to assume all of the obligations of Owner Participant arising under, each of the Operative Documents from and after such effective date, and will have satisfied the other requirements of a transferee under those sections. Please acknowledge your receipt of the foregoing Notice and your consent to the proposed transfer (subject to your review of the actual transfer documents) by signing the enclosed copy of this Notice where indicated below, and returning it via fax to Tom McCart at BankAmerica Leasing & Capital Group (fax #: 415-765-1817) and returning a copy to the undersigned in the enclosed return envelope. If you have any questions, you may call Tom McCart at (415) 765-1828. Very truly yours, Western America Financial, Inc. By: /s/ Terri L. Kwiatek ------------------------------- Name: Terri L. Kwiatek Title: SENIOR VICE PRESIDENT Acknowledged and Consented to: Portland General Electric Company By:_______________________________________ Its_______________________________________ First National Bank of Oregon, as Owner Trustee By:_______________________________________ Its_______________________________________ United States National Bank of Oregon, as Indenture Trustee By:_______________________________________ Its_______________________________________ Principal Mutual Life Insurance Company By:_______________________________________ By:_______________________________________ As required under Section 11.01 of the Note Purchase Agreement, Section 12.01 of the Trust Agreement, Section 13.02 of the Participation Agreement, and Section 10(D) and (E) of the Facilities Agreement, effective upon the transfer ICON will agree to be bound by all of the terms of, and to assume all of the obligations of Owner Participant arising under, each of the Operative Documents from and after such effective date, and will have satisfied the other requirements of a transferee under those sections. Please acknowledge your receipt of the foregoing Notice and your consent to the proposed transfer (subject to your review of the actual transfer documents) by signing the enclosed copy of this Notice where indicated below, and returning it via fax to Tom McCart at BankAmerica Leasing & Capital Group (fax #: 415-765-1817) and returning a copy to the undersigned in the enclosed return envelope. If you have any questions, you may call Tom McCart at (415) 765-1828. Very truly yours, Western America Financial, Inc. By:_____________________________ Name: Terri L. Kwiatek Title:__________________________ Acknowledged and Consented to: Portland General Electric Company By: /s/ -------------------------------------- Its Vice President, CFO and Treasurer -------------------------------------- First National Bank of Oregon, as Owner Trustee By:______________________________________ Its______________________________________ United States National Bank of Oregon, as Indenture Trustee By:______________________________________ Its______________________________________ Principal Mutual Life Insurance Company By:______________________________________ Its______________________________________ As required under Section 11.01 of the Note Purchase Agreement, Section 12.01 of the Trust Agreement, Section 13.02 of the Participation Agreement, and Section 10(D) and (E) of the Facilities Agreement, effective upon the transfer ICON will agree to be bound by all of the terms of, and to assume all of the obligations of Owner Participant arising under, each of the Operative Documents from and after such effective date, and will have satisfied the other requirements of a transferee under those sections. Please acknowledge your receipt of the foregoing Notice and your consent to the proposed transfer (subject to your review of the actual transfer documents) by signing the enclosed copy of this Notice where indicated below, and returning it via fax to Tom McCart at BankAmerica Leasing & Capital Group (fax #: 415-765-1817) and returning a copy to the undersigned in the enclosed return envelope. If you have any questions, you may call Tom McCart at (415) 765-1828. Very truly yours, Western America Financial, Inc. By: /s/ Terri L. Kwiatek ----------------------------- Name: Terri L. Kwiatek Title: Senior Vice President Acknowledged and Consented to: Portland General Electric Company, as Lessee By:_____________________________________ Its_____________________________________ Wells Fargo Bank National Association, as successor to First National Bank of Oregon and First Interstate Bank of Oregon, as Owner Trustee By: /s/ -------------------------------------- Its Senior Trust Associate -------------------------------------- U.S. Bank Trust National Association (f/k/a United States National Bank of Oregon, as Indenture Trustee By:_____________________________________ Its_____________________________________ Principal Life Insurance Company (f/k/a Principal Mutual Life Insurance Company), as Loan Participant By:____________________________________ Its____________________________________ As required under Section 11.01 of the Note Purchase Agreement, Section 12.01 of the Trust Agreement, Section 13.02 of the Participation Agreement, and Section 10(D) and (E) of the Facilities Agreement, effective upon the transfer ICON will agree to be bound by all of the terms of, and to assume all of the obligations of Owner Participant arising under, each of the Operative Documents from and after such effective date, and will have satisfied the other requirements of a transferee under those sections. Please acknowledge your receipt of the foregoing Notice and your consent to the proposed transfer (subject to your review of the actual transfer documents) by signing the enclosed copy of this Notice where indicated below, and returning it via fax to Tom McCart at BankAmerica Leasing & Capital Group (fax #: 415-765-1817) and returning a copy to the undersigned in the enclosed return envelope. If you have any questions, you may call Tom McCart at (415) 765-1828. Very truly yours, Western America Financial, Inc. By: /s/ ---------------------------- Name: Terri L. Kwiatek Title: Senior Vice President Acknowledged and Consented to: Portland General Electric Company, as Lessee By:___________________________________ Its___________________________________ Wells Fargo Bank National Association, as successor to First National Bank of Oregon and First Interstate Bank of Oregon, as Owner Trustee By:___________________________________ Its___________________________________ Acknowledged Conditional Consent, Subject to review and approval of the transfer documents and opinions of counsel. U.S. Bank Trust National Association (f/k/a United States National Bank of Oregon, as Indenture Trustee By: /s/ Linda A. McConkey ----------------------------------- Its Assistant Vice President ----------------------------------- Prinicpal Life Insurance Company (f/k/a Principal Mutual Life Insurance Company), as Loan Participant By:___________________________________ Its___________________________________