AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JCP&L TRANSITION FUNDING II LLC Dated as of ___________, 2006Limited Liability Company Agreement • July 28th, 2006 • JCP&L Transition Funding II LLC • Electric services • Delaware
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of __________, 2006 (as it may be further amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), of JCP&L TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Company”), having its principal office at 103 Faulk Road, Suite 202, Wilmington, Delaware 19803.
INDENTURE JCP&L TRANSITION FUNDING II LLC, as Issuer and THE BANK OF NEW YORK as Trustee INDENTURE Dated as of August 10, 2006 Securing Transition Bonds Issuable in SeriesIndenture • August 10th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
INDENTURE, dated as of August 10, 2006, by and between JCP&L TRANSITION FUNDING II LLC, a Delaware limited liability company, as Issuer, and The Bank of New York, a New York banking corporation, in its capacity as trustee for the benefit of the Holders of the Transition Bonds, itself and each Swap Counterparty, if any (in its collective capacities, the “Trustee”).
SERVICING AGREEMENT BONDABLE TRANSITION PROPERTY SERVICING AGREEMENT between JCP&L TRANSITION FUNDING II LLC Issuer and JERSEY CENTRAL POWER & LIGHT COMPANY Servicer Dated as of August 10, 2006Servicing Agreement • August 10th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
BONDABLE TRANSITION PROPERTY SERVICING AGREEMENT, dated as of August 10, 2006, by and between JCP&L TRANSITION FUNDING II LLC, a Delaware limited liability company, as Issuer (the “Issuer”), and JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation, in its capacity as Servicer (the “Servicer”) of the Bondable Transition Property hereunder.
SALE AGREEMENT BONDABLE TRANSITION PROPERTY SALE AGREEMENT between JCP&L TRANSITION FUNDING II LLC Issuer and JERSEY CENTRAL POWER & LIGHT COMPANY Seller Dated as of August 10, 2006Sale Agreement • August 10th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
BONDABLE TRANSITION PROPERTY SALE AGREEMENT, dated as of August 10, 2006, by and between JCP&L TRANSITION FUNDING II LLC, a Delaware limited liability company, as Issuer (the “Issuer”), and JERSEY CENTRAL POWER & LIGHT COMPANY, a New Jersey corporation, in its capacity as Seller (the “Seller”) hereunder.
ADMINISTRATION AGREEMENTAdministration Agreement • August 10th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
ADMINISTRATION AGREEMENT, dated as of August 10, 2006 (this “Administration Agreement”), is by and between JCP&L TRANSITION FUNDING II LLC, a Delaware limited liability company, as Issuer (the “Issuer”), and FIRSTENERGY SERVICE COMPANY, an Ohio corporation, as administrator (in such capacity, the “Administrator”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in Appendix A to the Indenture dated as of August 10, 2006 between the Issuer and The Bank of New York, as Trustee (the “Trustee”).
LIMITED LIABILITY COMPANY AGREEMENT OF JCP&L TRANSITION FUNDING II LLCLimited Liability Company Agreement • July 28th, 2006 • JCP&L Transition Funding II LLC • Electric services • Delaware
For good and valuable consideration, each of the undersigned persons, who have been designated as managers of JCP&L Transition Funding II LLC, a Delaware limited liability company (the “Company”), in accordance with the Limited Liability Company Agreement of the Company, dated as of March 29, 2004, as it may be amended or restated from time to time (the “LLC Agreement”), hereby agree as follows:
SERIES SUPPLEMENT JCP&L TRANSITION FUNDING II LLC, as Issuer and THE BANK OF NEW YORK as TrusteeSeries Supplement • August 10th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
In order to secure the payment of the Secured Obligations, the Issuer hereby confirms the Grant to the Trustee, for the benefit of (i) the Holders of the Series 2006-A Transition Bonds from time to time issued and Outstanding and (ii) the Trustee, of all of the Issuer’s right, title and interest in, to and under the Collateral, including, without limitation, the Bondable Transition Property transferred by the Seller to the Issuer as of the Initial Transfer Date pursuant to the Sale Agreement and all proceeds thereof.
JCP&L TRANSITION FUNDING II LLC $182,400,000 TRANSITION BONDS, SERIES 2006-A UNDERWRITING AGREEMENTUnderwriting Agreement • August 10th, 2006 • JCP&L Transition Funding II LLC • Electric services • New York
INTERCREDITOR AGREEMENTIntercreditor Agreement • July 28th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
The Bank of New York, a New York banking corporation, in its capacity as trustee under the Indenture dated as of June 11, 2002 by and between the Initial Transition Bond Issuer and The Bank of New York, as Trustee, (the “Initial Transition Bond Trustee”),
SERIES SUPPLEMENT JCP&L TRANSITION FUNDING II LLC, as Issuer and THE BANK OF NEW YORK as TrusteeSeries Supplement • July 28th, 2006 • JCP&L Transition Funding II LLC • Electric services • New Jersey
delivery hereof have been in all respects duly and lawfully authorized. The Issuer and the Trustee are executing and delivering this Supplement in order to provide for the issuance of the Series 2006-A Transition Bonds.
