EXHIBIT 4.2
EXECUTION COPY
SERIES SUPPLEMENT dated as of December 11, 1997 (this
"Supplement"), by and between SCE FUNDING LLC, a Delaware limited
liability company (the "Note Issuer"), and BANKERS TRUST COMPANY
OF CALIFORNIA, N.A., a national banking association (the "Note
Trustee"), as Note Trustee under the Indenture dated as of
December 11, 1997, between the Note Issuer and the Note Trustee
(the "Indenture").
PRELIMINARY STATEMENT
Section 9.01 of the Indenture provides, among other things, that the
Note Issuer and the Note Trustee may at any time and from time to time enter
into one or more indentures supplemental to the Indenture for the purposes of
authorizing the issuance by the Note Issuer of a Series of Notes and specifying
the terms thereof. The Note Issuer has duly authorized the creation of a Series
of Notes with an initial aggregate principal amount of $2,463,000,000 to be
known as the Note Issuer's Notes, Series 1997-1 (the "Series 1997-1 Notes"), and
the Note Issuer and the Note Trustee are executing and delivering this
Supplement in order to provide for the Series 1997-1 Notes.
All terms used in this Supplement that are defined in the Indenture,
either directly or by reference therein, have the meanings assigned to them
therein, except to the extent such terms are defined or modified in this
Supplement or the context clearly requires otherwise. In the event that any
term or provision contained herein shall conflict with or be inconsistent with
any term or provision contained in the Indenture, the terms and provisions of
this Supplement shall govern.
SECTION 1. Designation. The Series 1997-1 Notes shall be designated
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generally as the Note Issuer's Notes, Series 1997-1 and further denominated as
Classes A-1 through A-7.
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SECTION 2. Initial Principal Amount; Note Interest Rate; Scheduled
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Maturity Date; Final Maturity Date. The Notes of each Class of the Series 1997-1
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shall have the initial principal amount, bear interest at the rates per annum
and shall have Scheduled Maturity Dates and Final Maturity Dates as set forth
below:
Initial Note
Principal Interest Scheduled Final
Class Amount Rate Maturity Date Maturity Date
----- ------ ---- ------------- -------------
A-1 $246,300,000 5.98% December 26, 1998 December 26, 2000
A-2 $307,251,868 6.14% Xxxxx 00, 0000 Xxxxx 25, 2002
A-3 $247,840,798 6.17% Xxxxx 00, 0000 Xxxxx 25, 2003
A-4 $246,030,125 6.22% Xxxxx 00, 0000 Xxxxx 25, 2004
A-5 $360,644,658 6.28% September 25, 2003 September 25, 2005
A-6 $739,988,148 6.38% September 25, 2006 September 25, 2008
A-7 $314,944,403 6.42% December 26, 2007 December 26, 2009
The Note Interest Rate shall be computed on the basis of a 360-day year of
twelve 30-day months.
SECTION 3. Authentication Date; Payment Dates; Expected Amortization
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Schedule for Principal; Quarterly Interest; Required Overcollateralization
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Level; No Premium. (a) Authentication Date. The Series 1997-1 Notes that are
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authenticated and delivered by the Note Trustee to or upon the order of the Note
Issuer on December 11, 1997 (the "Series Issuance Date") shall have as their
date of authentication December 11, 1997.
(b) Payment Dates. The Payment Dates for the Series 1997-1 Notes are the
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March 25, June 25, September 25 and December 26 of each year or, if any such
date is not a Business Day, the next succeeding Business Day, commencing on
March 25, 1998 and continuing until the earlier of repayment of the Series 1997-
1 Notes in full and the Final Maturity Date for Class A-7 of the Series 1997-1
Notes.
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(c) Expected Amortization Schedule for Principal. Unless an Event of
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Default shall have occurred and be continuing, on each Payment Date, the Note
Trustee shall distribute to the Noteholders of record as of the related Record
Date amounts payable pursuant to Section 8.02(d)(vii) of the Indenture as
principal, in the following order and priority: (1) to the holders of the Class
A-1 Notes, until the Outstanding Amount of such Class of Notes thereof has been
reduced to zero; (2) to the holders of the Class A-2 Notes, until the
Outstanding Amount of such Class of Notes thereof has been reduced to zero; (3)
to the holders of the Class A-3 Notes, until the Outstanding Amount of such
Class of Notes thereof has been reduced to zero; (4) to the holders of the Class
A-4 Notes, until the Outstanding Amount of such Class of Notes thereof has been
reduced to zero; (5) to the holders of the Class A-5 Notes until the Outstanding
Amount of such Class of Notes thereof has been reduced to zero; (6) to the
holders of the Class A-6 Notes, until the Outstanding Amount of such Class of
Notes thereof has been reduced to zero; and (7) to the holders of the Class A-7
Notes until the Outstanding Amount of such Class of Notes thereof has been
reduced to zero; provided, however, that in no event shall a principal payment
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pursuant to this Section 3(c) on any Class on a Payment Date be greater than the
amount necessary to reduce the Outstanding Amount of such Class of Notes below
the amount specified in the Expected Amortization Schedule which is attached as
Schedule A hereto for such Class and Payment Date.
(d) Quarterly Interest. Quarterly Interest will be payable on each Class
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of the Series 1997-1 Notes on each Payment Date in an amount equal to one-fourth
of the product of (i) the applicable Note Interest Rate and (ii) the Outstanding
Amount of the related Class of Notes as of the close of business on the
preceding Payment Date after giving effect to all payments of principal made to
the holders of the related Class of Series 1997-1 Notes on such preceding
Payment Date; provided, however, that with respect to the initial Payment Date
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or, if no payment has yet been made,
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interest on the outstanding principal balance will accrue from and including the
Series Issuance Date to, but excluding, the following Payment Date.
(e) Required Overcollateralization Level. The Required
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Overcollateralization Level for any Payment Date shall be as set forth in
Schedule B hereto.
(f) No Premium. No premium will be payable in connection with the early
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redemption of the Series 1997-1 Notes.
SECTION 4. Minimum Denominations. The Series 1997-1 Notes shall be
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issuable in the Minimum Denomination and integral multiples of $1 in excess
thereof.
SECTION 5. Certain Defined Terms. Article One of the Indenture provides
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that the meanings of certain defined terms used in the Indenture shall, when
applied to the Notes of a particular Series, be as defined in Article One but
with such additional provisions as are specified in the related Supplement.
Additionally, Article Two of the Indenture provides that with respect to a
particular Series of Notes, certain terms will have the meanings specified in
the related Supplement. With respect to the Series 1997-1 Notes, the following
definitions shall apply:
"Minimum Denomination" shall mean $1,000.
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"Note Interest Rate" has the meaning set forth in Section 2 of this
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Supplement.
"Payment Date" has the meaning set forth in Section 3(b) of this
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Supplement.
"Quarterly Interest" has the meaning set forth in Section 3(d) of this
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Supplement.
"Series Issuance Date" has the meaning set forth in Section 3(a) of this
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Supplement.
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SECTION 6. Delivery and Payment for the Series 1997-1 Notes; Form of the
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Series 1997-1 Notes. The Note Trustee shall deliver the Series 1997-1 Notes to
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the Note Issuer when authenticated in accordance with Section 2.03 of the
Indenture. The Series 1997-1 Notes of each Class shall be in the form of
Exhibits A-1 through A-7 hereto.
SECTION 7. Ratification of Agreement. As supplemented by this Supplement,
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the Indenture is in all respects ratified and confirmed and the Indenture, as so
supplemented by this Supplement, shall be read, taken, and construed as one and
the same instrument.
SECTION 8. Counterparts. This Supplement may be executed in any number of
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counterparts, each of which so executed shall be deemed to be an original, but
all of such counterparts shall together constitute but one and the same
instrument.
SECTION 9. Governing Law. This Supplement shall be construed in
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accordance with the laws of the State of California, without reference to its
conflict of law provisions, and the obligations, rights and remedies of the
parties hereunder shall be determined in accordance with such laws.
SECTION 10. Trust Obligation. No recourse may be taken, directly or
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indirectly, with respect to the obligations of the Note Issuer or the Note
Trustee on the Notes or under this Supplement or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Note
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Note Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Note Trustee in its individual capacity, any
holder of a beneficial interest in the Note Issuer or the Note Trustee or of any
successor or assign of the Note Trustee in its individual capacity, except as
any such Person may have expressly agreed (it
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being understood that the Note Trustee has no such obligations in its individual
capacity).
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IN WITNESS WHEREOF, the Note Issuer and the Note Trustee have caused this
Supplement to be duly executed by their respective officers thereunto duly
authorized as of the first day of the month and year first above written.
SCE FUNDING LLC, as Note
Issuer,
by /s/ Xxxx X. Xxxxxxx
___________________________
Name: Xxxx X. Xxxxxxx
Title: Vice President and Treasurer
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A., not in its individual
capacity but solely as Note Trustee,
by /s/ Xxxxx Xxxxxx
____________________________
Name: Xxxxx Xxxxxx
Title: Assistant Secretary
SCHEDULE A
EXPECTED AMORTIZATION SCHEDULE
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Outstanding Principal Balance
Payment Date Class A-1 Class A-2 Class A-3 Class A-4 Class A-5 Class A-6 Class A-7
Series Issuance
Date............ $246,300,000 $307,251,868 $247,840,798 $246,030,125 $360,644,658 $739,988,148 $314,944,403
Mar. 1998 ...... 233,946,234 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
June 1998 ...... 168,997,335 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
Sept. 1998 ..... 90,521,184 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
Dec. 1998 ...... 0 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
Mar. 1999 ...... 0 236,721,177 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
June 1999 ...... 0 187,492,228 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
Sept. 1999 ..... 0 128,971,996 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
Dec. 1999 ...... 0 60,951,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
Mar. 2000 ...... 0 0 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403
June 2000 ...... 0 0 195,613,979 246,030,125 360,644,658 739,988,148 314,944,403
Sept. 2000 ..... 0 0 133,803,734 246,030,125 360,644,658 739,988,148 314,944,403
Dec. 2000 ...... 0 0 62,492,666 246,030,125 360,644,658 739,988,148 314,944,403
Mar. 2001 ...... 0 0 0 246,030,125 360,644,658 739,988,148 314,944,403
June 2001 ...... 0 0 0 193,862,722 360,644,658 739,988,148 314,944,403
Sept. 2001 ..... 0 0 0 132,583,324 360,644,658 739,988,148 314,944,403
Dec. 2001 ...... 0 0 0 62,222,791 360,644,658 739,988,148 314,944,403
Mar. 2002 ...... 0 0 0 0 360,644,658 739,988,148 314,944,403
June 2002 ...... 0 0 0 0 308,049,532 739,988,148 314,944,403
Sept. 2002 ..... 0 0 0 0 246,682,598 739,988,148 314,944,403
Dec. 2002 ...... 0 0 0 0 176,567,449 739,988,148 314,944,403
Mar. 2003 ...... 0 0 0 0 114,327,016 739,988,148 314,944,403
June 2003 ...... 0 0 0 0 61,360,183 739,988,148 314,944,403
Sept. 2003 ..... 0 0 0 0 0 739,988,148 314,944,403
Dec. 2003 ...... 0 0 0 0 0 670,255,597 314,944,403
Mar. 2004 ...... 0 0 0 0 0 608,060,054 314,944,403
June 2004 ...... 0 0 0 0 0 554,713,399 314,944,403
Sept. 2004 ..... 0 0 0 0 0 493,339,630 314,944,403
Dec. 2004 ...... 0 0 0 0 0 423,955,597 314,944,403
Mar. 2005 ...... 0 0 0 0 0 361,783,962 314,944,403
June 2005 ...... 0 0 0 0 0 308,048,831 314,944,403
Sept. 2005 ..... 0 0 0 0 0 246,667,779 314,944,403
Dec. 2005 ...... 0 0 0 0 0 177,655,597 314,944,403
Mar. 2006 ...... 0 0 0 0 0 115,517,428 314,944,403
June 2006 ...... 0 0 0 0 0 61,391,525 314,944,403
Sept. 2006 ..... 0 0 0 0 0 0 314,944,403
Dec. 2006 ...... 0 0 0 0 0 0 246,300,000
Mar. 2007 ...... 0 0 0 0 0 0 184,194,745
June 2007 ...... 0 0 0 0 0 0 129,682,197
Sept. 2007 ..... 0 0 0 0 0 0 68,280,823
Dec. 2007 ...... 0 0 0 0 0 0 0
Payment Date Series 1997-1
Series Issuance
Date........... $2,463,000,000
Mar. 1998 ..... 2,450,646,234
June 1998 ..... 2,385,697,335
Sept. 1998 .... 2,307,221,184
Dec. 1998 ..... 2,216,700,000
Mar. 1999 ..... 2,146,169,309
June 1999 ..... 2,096,940,360
Sept. 1999 .... 2,038,420,128
Dec. 1999 ..... 1,970,400,000
Mar. 2000 ..... 1,909,448,132
June 2000 ..... 1,857,221,313
Sept. 2000 .... 1,795,411,068
Dec. 2000 ..... 1,724,100,000
Mar. 2001 ..... 1,661,607,334
June 2001 ..... 1,609,439,931
Sept. 2001 .... 1,548,160,533
Dec. 2001 ..... 1,477,800,000
Mar. 2002 ..... 1,415,577,209
June 2002 ..... 1,362,982,083
Sept. 2002 .... 1,301,615,149
Dec. 2002 ..... 1,231,500,000
Mar. 2003 ..... 1,169,259,567
June 2003 ..... 1,116,292,734
Sept. 2003 .... 1,054,932,551
Dec. 2003 ..... 985,200,000
Mar. 2004 ..... 923,004,457
June 2004 ..... 869,657,802
Sept. 2004 .... 808,284,033
Dec. 2004 ..... 738,900,000
Mar. 2005 ..... 676,728,365
June 2005 ..... 622,993,234
Sept. 2005 .... 561,612,182
Dec. 2005 ..... 492,600,000
Mar. 2006 ..... 430,461,831
June 2006 ..... 376,335,928
Sept. 2006 .... 314,944,403
Dec. 2006 ..... 246,300,000
Mar. 2007 ..... 184,194,745
June 2007 ..... 129,682,197
Sept. 2007 .... 68,280,823
Dec. 2007 ..... 0
SCHEDULE B
REQUIRED OVERCOLLATERALIZATION LEVEL SCHEDULE
Required Required
Payment Date Overcollateralization Level Payment Date Overcollateralization Level
Mar. 1998 $ 307,875 Mar. 2003 $ 6,465,375
June 1998 $ 615,750 June 2003 $ 6,773,250
Sept. 1998 $ 923,625 Sept. 2003 $ 7,081,125
Dec. 1998 $ 1,231,500 Dec. 2003 $ 7,389,000
Mar. 1999 $ 1,539,375 Mar. 2004 $ 7,696,875
June 1999 $ 1,847,250 June 2004 $ 8,004,750
Sept. 1999 $ 2,155,125 Sept. 2004 $ 8,312,625
Dec. 1999 $ 2,463,000 Dec. 2004 $ 8,620,500
Mar. 2000 $ 2,770,875 Mar. 2005 $ 8,928,375
June 2000 $ 3,078,750 June 2005 $ 9,236,250
Sept. 2000 $ 3,386,625 Sept. 2005 $ 9,544,125
Dec. 2000 $ 3,694,500 Dec. 2005 $ 9,852,000
Mar. 2001 $ 4,002,375 Mar. 2006 $ 10,159,875
June 2001 $ 4,310,250 June 2006 $ 10,467,750
Sept. 2001 $ 4,618,125 Sept. 2006 $ 10,775,625
Dec. 2001 $ 4,926,000 Dec. 2006 $ 11,083,500
Mar. 2002 $ 5,233,875 Mar. 2007 $ 11,391,375
June 2002 $ 5,541,750 June 2007 $ 11,669,250
Sept. 2002 $ 5,849,625 Sept. 2007 $ 12,007,125
Dec. 2002 $ 6,157,500 Dec. 2007 $ 12,315,000
EXHIBIT A
Form of Note
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