EXHIBIT 3.5 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • November 21st, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • Delaware
RECITALSNote Purchase Agreement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • California
Note Issuer andServicing Agreement • November 10th, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • California
Draft--10/25/97] CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK SPECIAL PURPOSE TRUST [_]-1 RATE REDUCTION CERTIFICATES [_] FUNDING LLC [NAME OF UTILITY] UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities
FORM OF AMENDED AND RESTATEDSdg&e Funding LLC a De Limited Liability Co • October 21st, 1997 • Asset-backed securities • Delaware
1. Introduction. California Infrastructure and Economic ------------- Development Bank Special Purpose Trust SDG&E-1 (the "Trust") proposes to sell to the underwriters named in Schedule II hereto (the "Underwriters"), for whom you (the...Sdg&e Funding LLC a De Limited Liability Co • December 23rd, 1997 • Asset-backed securities • New York
Note Issuer andSdg&e Funding LLC a De Limited Liability Co • December 23rd, 1997 • Asset-backed securities • California
Note Issuer andSdg&e Funding LLC a De Limited Liability Co • November 21st, 1997 • Asset-backed securities • California
Initial Note Principal Interest Scheduled Final Class Amount Rate Maturity Date Maturity Date ------ --------- --------- -------------- ------------------ A-1 $ 65,800,000 5.97 % December 26, December 26, 2000 1998 A-2 $ 82,639,254 6.04 % March 25,...Series Supplement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • California
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OFLimited Liability • November 10th, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • Delaware
Note Issuer andTransition Property Servicing Agreement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • California
WITNESSETH: ---------- WHEREAS, the Delaware Trustee and the Originator entered into a Declaration and Agreement of Trust, dated as of November 7, 1997 (the "Declaration and Agreement of Trust"), creating the California Infrastructure and Economic...First Supplemental Agreement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities
by and among California Infrastructure and Economic Development Bank, as Originator,Declaration and Agreement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • Delaware
Section 1. Payment of Fees and Expenses of Certificate Trustee; Authorized --------------------------------------------------------------- Agents. (a) Subject to Section 4 hereof, the Note Issuer hereby covenants and ------ agrees to pay to the...Fee and Indemnity Agreement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities
Note Issuer andTransition Property Purchase and Sale Agreement • December 23rd, 1997 • Sdg&e Funding LLC a De Limited Liability Co • Asset-backed securities • California
Exhibit 99.1 October 14, 1998 To Certificate holders Re: Amended and Restated Declaration and Agreement of Trust dated as of December 16, 1997 Ladies and Gentlemen: Reference is made to that certain (i) Amended and Restated Declaration and Agreement...Sdg&e Funding LLC a De Limited Liability Co • October 16th, 1998 • Asset-backed securities
Exhibit 99.1 October 14, 1998 To Certificate holders Re: Amended and Restated Declaration and Agreement of Trust dated as of December 16, 1997 Ladies and Gentlemen: Reference is made to that certain (i) Amended and Restated Declaration and Agreement of Trust dated as of December 16, 1997 (the "Trust Agreement") among the California Infrastructure and Economic Development Bank (the "Originator"), Bankers Trust Delaware (the "Delaware Trustee"), and Bankers Trust Company of California, N.A. ("BT California"), as certificate trustee (the "Certificate Trustee"), (ii) First Supplemental Agreement of Trust dated as of December 16, 1997 (the "First Supplemental Agreement") among the Originator, the Delaware Trustee and the Certificate Trustee, (iii) Indenture dated as of December 16, 1997 (the "Indenture") between SDG&E Funding LLC (the "Issuer") and BT California, as note trustee (the "Note Trustee"), (iv) Series Supplement dated as of December 16, 1997 (the "Series Supplement") between the
