INDENTURE by and among SWEPCO STORM RECOVERY FUNDING LLC, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated as of [●], 2024Indenture • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • New York
This INDENTURE, dated as of [●], 2024, is by and among SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Holders (as defined herein), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as a securities intermediary and account bank (the “Securities Intermediary”).
JOINDER TO INTERCREDITOR AGREEMENT RELATING TO SERIES 2024-A SENIOR SECURED STORM RECOVERY BONDS – SWEPCO STORM RECOVERY FUNDING LLCJoinder to Intercreditor Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities
This JOINDER TO INTERCREDITOR AGREEMENT (this “Joinder”), dated as of December 18, 2024, is entered into by each of the following Persons, in its capacity(ies) specified below (each, an “Additional Party”), AEP CREDIT, INC., a Delaware limited liability company (the “Receivables Buyer”), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Receivables Purchasers and as Control Agent under the Intercreditor Agreement (in such capacities, the “Agent”):
INDENTURE by and among SWEPCO STORM RECOVERY FUNDING LLC, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated as of December 18, 2024Indenture • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • New York
This INDENTURE, dated as of December 18, 2024, is by and among SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Holders (as defined herein), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as a securities intermediary and account bank (the “Securities Intermediary”).
ADMINISTRATION AGREEMENTAdministration Agreement • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This ADMINISTRATION AGREEMENT, dated as of December 18, 2024 (this “Administration Agreement”), is by and between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company, as Issuer (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SWEPCO”), as Administrator (in such capacity, the “Administrator”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below). Not all terms defined in Appendix A are used in this Administration Agreement. The rules of construction set forth in Appendix A shall apply to this Administration Agreement and are hereby incorporated by reference into this Administration Agreement as if set forth in this Administration Agreement.
INTERCREDITOR AGREEMENTIntercreditor Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is made as of September 7, 2022, and amended and restated as of [●], 2024 (the “A&R Date”), by and among:
STORM RECOVERY PROPERTY SALE AGREEMENT between SWEPCO STORM RECOVERY FUNDING Issuer and SOUTHWESTERN ELECTRIC POWER COMPANY Seller Dated as of December 18, 2024Storm Recovery Property Sale Agreement • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This STORM RECOVERY PROPERTY SALE AGREEMENT (this “Agreement”), dated as of December 18, 2024, is between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation, as seller (the “Seller”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is made as of September 7, 2022, and amended and restated as of December 9, 2024 (the “A&R Date”), by and among:
STORM RECOVERY PROPERTY SERVICING AGREEMENT by and between SWEPCO STORM RECOVERY FUNDING LLC as Issuer and SOUTHWESTERN ELECTRIC POWER COMPANY as Servicer Acknowledged and Accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee...Storm Recovery Property Servicing Agreement • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This STORM RECOVERY PROPERTY SERVICING AGREEMENT dated as of December 18, 2024 (this “Agreement”) is entered into by and between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SWEPCO”), as the servicer of the Storm Recovery Property hereunder (together with each successor to SWEPCO in such capacity pursuant to Section 6.03 or 7.04, the “Servicer”), and acknowledged and accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SWEPCO STORM RECOVERY FUNDING LLC Dated Effective as of December 11, 2024Limited Liability Company Operating Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Company”), is made and entered into effective as of December 11, 2024 (the “Effective Date”), by and between SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (including any additional or successor members of the Company other than Special Members, the “Member” or “SWEPCO”), and the Company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SWEPCO STORM RECOVERY FUNDING LLC Dated Effective as ofLimited Liability Company Operating Agreement • December 2nd, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • Louisiana
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Company”), is made and entered into effective as of [●], 2024 (the “Effective Date”), by and between SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (including any additional or successor members of the Company other than Special Members, the “Member” or “SWEPCO”), and the Company.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SWEPCO STORM RECOVERY FUNDING LLC Dated Effective as ofLimited Liability Company Operating Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • Louisiana
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Company”), is made and entered into effective as of [●], 2024 (the “Effective Date”), by and between SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (including any additional or successor members of the Company other than Special Members, the “Member” or “SWEPCO”), and the Company.
INTERCREDITOR AGREEMENTIntercreditor Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • New York
This INTERCREDITOR AGREEMENT (this “Agreement”) is made as of September 7, 2022, and amended and restated as of December 9, 2024 (the “A&R Date”), by and among:
ContractIndenture Supplement • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • New York
This SERIES SUPPLEMENT, dated as of December 18, 2024 (this “Supplement”), is by and among SWEPCO STORM RECOVERY FUNDING LLC, a limited liability company created under the laws of the State of Louisiana (the “Issuer”), U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as securities intermediary (the “Securities Intermediary”), for the benefit of the Holders under the Indenture dated as of December 18, 2024 (the “Indenture”), by and among the Issuer, the Indenture Trustee and the Securities Intermediary.
STORM RECOVERY PROPERTY SERVICING AGREEMENT by and between SWEPCO STORM RECOVERY FUNDING LLC as Issuer and SOUTHWESTERN ELECTRIC POWER COMPANY as Servicer Acknowledged and Accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee...Storm Recovery Property Servicing Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This STORM RECOVERY PROPERTY SERVICING AGREEMENT dated as of December 18, 2024 (this “Agreement”) is entered into by and between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SWEPCO”), as the servicer of the Storm Recovery Property hereunder (together with each successor to SWEPCO in such capacity pursuant to Section 6.03 or 7.04, the “Servicer”), and acknowledged and accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
ADMINISTRATION AGREEMENTAdministration Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This ADMINISTRATION AGREEMENT, dated as of December 18, 2024 (this “Administration Agreement”), is by and between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company, as Issuer (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SWEPCO”), as Administrator (in such capacity, the “Administrator”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below). Not all terms defined in Appendix A are used in this Administration Agreement. The rules of construction set forth in Appendix A shall apply to this Administration Agreement and are hereby incorporated by reference into this Administration Agreement as if set forth in this Administration Agreement.
SWEPCO STORM RECOVERY FUNDING LLC SOUTHWESTERN ELECTRIC POWER COMPANY $[•] SERIES 2024-A SENIOR SECURED STORM RECOVERY BONDS UNDERWRITING AGREEMENTUnderwriting Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • New York
STORM RECOVERY PROPERTY SALE AGREEMENT between SWEPCO STORM RECOVERY FUNDING Issuer and SOUTHWESTERN ELECTRIC POWER COMPANY Seller Dated as of December 18, 2024Storm Recovery Property Sale Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • Louisiana
This STORM RECOVERY PROPERTY SALE AGREEMENT (this “Agreement”), dated as of December 18, 2024, is between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation, as seller (the “Seller”).
LIMITED LIABILITY COMPANY AGREEMENT OF SWEPCO STORM RECOVERY FUNDING LLCLimited Liability Company Agreement • September 20th, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • Louisiana
This Limited Liability Company Agreement (this “Agreement”) of SWEPCO Storm Recovery Funding LLC is entered into by Southwestern Electric Power Company, a Delaware corporation, as the sole member (the “Member”).
JOINDER TO INTERCREDITOR AGREEMENT RELATING TO SERIES 2024-A SENIOR SECURED STORM RECOVERY BONDS – SWEPCO STORM RECOVERY FUNDING LLCJoinder to Intercreditor Agreement • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities
This JOINDER TO INTERCREDITOR AGREEMENT (this “Joinder”), dated as of December 18, 2024, is entered into by each of the following Persons, in its capacity(ies) specified below (each, an “Additional Party”), AEP CREDIT, INC., a Delaware limited liability company (the “Receivables Buyer”), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Receivables Purchasers and as Control Agent under the Intercreditor Agreement (in such capacities, the “Agent”):
SWEPCO STORM RECOVERY FUNDING LLC SOUTHWESTERN ELECTRIC POWER COMPANY $336,700,000 SERIES 2024-A SENIOR SECURED STORM RECOVERY BONDS UNDERWRITING AGREEMENT December 10, 2024Underwriting Agreement • December 12th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • New York
JOINDER TO INTERCREDITOR AGREEMENT RELATING TO SERIES 2024-A SENIOR SECURED STORM RECOVERY BONDS – SWEPCO STORM RECOVERY FUNDING LLCJoinder to Intercreditor Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services
This JOINDER TO INTERCREDITOR AGREEMENT (this “Joinder”), dated as of [●], 2024, is entered into by each of the following Persons, in its capacity(ies) specified below (each, an “Additional Party”), AEP CREDIT, INC., a Delaware limited liability company (the “Receivables Buyer”), and JPMorgan Chase Bank, N.A., as Administrative Agent for the Receivables Purchasers and as Control Agent under the Intercreditor Agreement (in such capacities, the “Agent”):
STORM RECOVERY PROPERTY SALE AGREEMENT between SWEPCO STORM RECOVERY FUNDING Issuer and SOUTHWESTERN ELECTRIC POWER COMPANY Seller Dated as of [●], 2024Storm Recovery Property Sale Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • Louisiana
This STORM RECOVERY PROPERTY SALE AGREEMENT (this “Agreement”), dated as of [●] [●], 2024, is between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation, as seller (the “Seller”).
STORM RECOVERY PROPERTY SERVICING AGREEMENT by and between SWEPCO STORM RECOVERY FUNDING LLC as Issuer and SOUTHWESTERN ELECTRIC POWER COMPANY as Servicer Acknowledged and Accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee...Storm Recovery Property Servicing Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • Louisiana
This STORM RECOVERY PROPERTY SERVICING AGREEMENT dated as of [•], 2024 (this “Agreement”) is entered into by and between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SWEPCO”), as the servicer of the Storm Recovery Property hereunder (together with each successor to SWEPCO in such capacity pursuant to Section 6.03 or 7.04, the “Servicer”), and acknowledged and accepted by U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as indenture trustee (the “Indenture Trustee”).
ADMINISTRATION AGREEMENTAdministration Agreement • November 1st, 2024 • SWEPCO Storm Recovery Funding LLC • Electric services • Louisiana
This ADMINISTRATION AGREEMENT, dated as of [●], 2024 (this “Administration Agreement”), is by and between SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company, as Issuer (the “Issuer”), and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SWEPCO”), as Administrator (in such capacity, the “Administrator”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below). Not all terms defined in Appendix A are used in this Administration Agreement. The rules of construction set forth in Appendix A shall apply to this Administration Agreement and are hereby incorporated by reference into this Administration Agreement as if set forth in this Administration Agreement.
INDENTURE by and among SWEPCO STORM RECOVERY FUNDING LLC, as Issuer, and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Indenture Trustee, and U.S. BANK NATIONAL ASSOCIATION, as Securities Intermediary Dated as of December 18, 2024Indenture • December 19th, 2024 • SWEPCO Storm Recovery Funding LLC • Asset-backed securities • New York
This INDENTURE, dated as of December 18, 2024, is by and among SWEPCO STORM RECOVERY FUNDING LLC, a Louisiana limited liability company (the “Issuer”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Holders (as defined herein), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely in its capacity as a securities intermediary and account bank (the “Securities Intermediary”).
