Western America Financial, Inc.
c/o BankAmerica Leasing & Capital Group
000 Xxxxxxxxxx Xxxxxx - Xxxxxx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
November 30, 1998
VIA FAX 000-000-0000
--------------------
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, Xxxxx 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/Xxxxxxxx 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., 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxx, Xxx Xxxx 00000.
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 Xxx XxXxxx at BankAmerica Leasing & Capital Group
(fax #: 000-000-0000) and returning a copy to the undersigned in the enclosed
return envelope. If you have any questions, you may call Xxx XxXxxx at (415)
765-1828.
Very truly yours,
Western America Financial, Inc.
By:
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Acknowledged and Consented to:
Portland General Electric Company, as Lessee
By:_______________________________
Its_______________________________
Xxxxx 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
Xxxxxxxx Xxxx
Portland General Electric Company
000 X.X. Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Phone #: 000-000-0000
Fax #: 000-000-0000
Xxxxx Xxxxxx
Xxxxx Fargo Bank National Association, as successor to First National Bank of
Oregon and First Interstate Bank of Oregon
000 Xxxxx Xxxxxx-Xxxxx Xxxxx
Xxxxxxx, XX 00000
Phone #: 000-000-0000
Fax #: 000-000-0000
Xxxxx XxXxxxxx
Assistant Vice President
U.S. Bank Trust National Association (f/k/a United States National Bank of
Oregon) 000 XX Xxx Xxxxxx, XX-0
Xxxxxxxx, XX 00000
Phone #: 000-000-0000
Fax #: 000-000-0000
Xxx Xxxxx
Counsel
Principal Life Insurance Company (f/k/a Principal Mutual Life Insurance Company)
000 Xxxx Xxxxxx
Xxx Xxxxxx, Xxxx 00000-0000
Phone #: 000-000-0000
Fax #: 000-000-0000
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 Xxx XxXxxx at BankAmerica Leasing & Capital Group
(fax #: 000-000-0000) and returning a copy to the undersigned in the enclosed
return envelope. If you have any questions, you may call Xxx XxXxxx at (415)
765-1828.
Very truly yours,
Western America Financial, Inc.
By: /s/ Xxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxx X. Xxxxxxx
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 Xxx XxXxxx at BankAmerica Leasing & Capital Group
(fax #: 000-000-0000) and returning a copy to the undersigned in the enclosed
return envelope. If you have any questions, you may call Xxx XxXxxx at (415)
765-1828.
Very truly yours,
Western America Financial, Inc.
By:_____________________________
Name: Xxxxx X. Xxxxxxx
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 Xxx XxXxxx at BankAmerica Leasing & Capital Group
(fax #: 000-000-0000) and returning a copy to the undersigned in the enclosed
return envelope. If you have any questions, you may call Xxx XxXxxx at (415)
765-1828.
Very truly yours,
Western America Financial, Inc.
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Acknowledged and Consented to:
Portland General Electric Company, as Lessee
By:_____________________________________
Its_____________________________________
Xxxxx 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 Xxx XxXxxx at BankAmerica Leasing & Capital Group
(fax #: 000-000-0000) and returning a copy to the undersigned in the enclosed
return envelope. If you have any questions, you may call Xxx XxXxxx at (415)
765-1828.
Very truly yours,
Western America Financial, Inc.
By: /s/
----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
Acknowledged and Consented to:
Portland General Electric Company, as Lessee
By:___________________________________
Its___________________________________
Xxxxx 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/ Xxxxx X. XxXxxxxx
-----------------------------------
Its Assistant Vice President
-----------------------------------
Prinicpal Life Insurance Company (f/k/a Principal Mutual Life Insurance
Company), as Loan Participant
By:___________________________________
Its___________________________________
