Underwriting Agreement (2006)Full Document 

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JCP&L TRANSITION FUNDING II LLC

$182,400,000 TRANSITION BONDS, SERIES 2006-A

UNDERWRITING AGREEMENT

August 4, 2006
 
Goldman, Sachs & Co.
As representative of the several Underwriters
named in Schedule I hereto
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

1.  Introduction. JCP&L Transition Funding II LLC, a Delaware limited liability company (the “Bond Issuer”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, an aggregate of $182,400,000 principal amount of Transition Bonds, Series 2006-A (the “Bonds”). If the firm or firms listed in Schedule I hereto include only the firm or firms listed in Schedule II hereto, then the terms “Underwriters” and “Representative” as used herein, shall each be deemed to refer to such firm or firms.
 
The Bond Issuer was formed as a Delaware limited liability company on March 29, 2004 pursuant to a Certificate of Formation filed in the office of the Secretary of State of the State of Delaware on such date and a limited liability company agreement (as such agreement may be amended, the “Issuer Limited Liability Company Agreement”) dated March 29, 2004 with Jersey Central Power & Light Company, a New Jersey corporation (“JCP&L” or the “Seller”), as sole member of the Bond Issuer. The Bonds will be issued pursuant to an Indenture to be dated on or about August 10, 2006 (as amended and supplemented from time to time, including all Supplemental Indentures establishing one or more series of Transition Bonds, the “Indenture’’), between the Bond Issuer and The Bank of New York, a banking corporation organized under the laws of the State of New York, as indenture trustee (the “Indenture Trustee”). The Bonds will be secured primarily by, and payable solely from, bondable transition property (the “Bondable Transition Property”), which is a presently existing property right created by an order of the New Jersey Board of Public Utilities (the “BPU”) dated June 8, 2006 in Docket No. ER03020133 (the “Financing Order”) in accordance with the provisions of the New Jersey Electric Discount and Energy Competition Act of 1999, as amended (the “Statute”). The Financing Order authorized JCP&L to sell, pledge or assign any or all of its interest in the Bondable Transition Property created thereunder to the Bond Issuer. JCP&L will sell and assign all of its right, title and interest in, to and under such Bondable Transition Property to the Bond Issuer pursuant to a sale agreement to be dated on or about August 10, 2006 (the “Sale Agreement”). Pursuant to the Indenture, the Bond Issuer will pledge to the Indenture Trustee for the benefit of, among others, the Holders of the Bonds, all of its right, title and interest in, to and under, among other things, the Bondable Transition Property as security for the Bonds. The Bondable Transition Property will be serviced pursuant to a servicing agreement to be dated on or about August 10, 2006 (as amended and supplemented from time to time, the “Servicing Agreement”), between JCP&L, as servicer, and the Bond Issuer. JCP&L is a wholly-owned subsidiary of FirstEnergy Corp., an Ohio corporation.
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