Aep Texas Central Co Sample Contracts

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Indenture • March 11th, 2004 • Aep Texas Central Co • Electric services
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Aep Texas Central Co • July 21st, 2003 • Electric services
ARTICLE II TRUST INDENTURE ACT
Guarantee Agreement • May 15th, 1997 • Central Power & Light Co /Tx/ • Electric services • Oklahoma
Senior Notes
Indenture • November 18th, 1998 • Central Power & Light Co /Tx/ • Electric services • New York
PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • November 5th, 2004 • Aep Texas Central Co • Electric services • Texas
INDENTURE
Central Power & Light Co /Tx/ • March 30th, 2001 • Electric services • New York
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Aep Texas Central Co • July 21st, 2003 • Electric services • New York
Exhibit 1(a) Central Power and Light Company Junior Subordinated Debentures Underwriting Agreement
Underwriting Agreement • February 5th, 1997 • Central Power & Light Co /Tx/ • Electric services • New York
TRUST AGREEMENT
Trust Agreement • February 5th, 1997 • Central Power & Light Co /Tx/ • Electric services • Delaware
AMENDED AND RESTATED TRUST AGREEMENT
Trust Agreement • May 15th, 1997 • Central Power & Light Co /Tx/ • Electric services • Delaware
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Aep Texas Central Co • March 11th, 2004 • Electric services
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Central Power & Light Co /Tx/ • March 30th, 2001 • Electric services • New York
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Indenture • March 11th, 2004 • Aep Texas Central Co • Electric services • New York
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Central Power & Light Co /Tx/ • March 26th, 1998 • Electric services
TO INDENTURE
Central Power & Light Co /Tx/ • February 5th, 1997 • Electric services
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AEP TEXAS CENTRAL TRANSITION FUNDING II LLC Dated and Effective as of
Limited Liability Company Agreement • September 6th, 2006 • Aep Texas Central Co • Electric services • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Company”), is made and entered into as of [ ], 2006 by AEP TEXAS CENTRAL COMPANY, a Texas corporation (including any additional or successor members of the Company other than Special Members, the “Member”).

ADMINISTRATION AGREEMENT
Administration Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

This ADMINISTRATION AGREEMENT, dated as of October 11, 2006 (this “Administration Agreement”), is entered into by and between AEP TEXAS CENTRAL COMPANY (“TCC”), as administrator (in such capacity, the “Administrator”), and AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below)

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AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer, and THE BANK OF NEW YORK, Indenture Trustee and Securities Intermediary
Indenture • October 11th, 2006 • Aep Texas Central Co • Electric services • New York

This INDENTURE dated as of October 11, 2006, by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).

TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer and AEP TEXAS CENTRAL COMPANY, Seller Dated as of October 11, 2006
Transition Property Purchase and Sale Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 11, 2006, is between AEP Texas Central Transition Funding II LLC, a Delaware limited liability company (the “Issuer”), and AEP Texas Central Company, a Texas corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).

EXHIBIT 3(a) ------------ BOND PURCHASE AGREEMENT GUADALUPE-BLANCO RIVER AUTHORITY
Bond Purchase Agreement • November 13th, 1995 • Central Power & Light Co /Tx/ • Electric services • Texas
EXHIBIT 3 --------- BOND PURCHASE AGREEMENT GUADALUPE-BLANCO RIVER AUTHORITY (TEXAS)
Purchase Agreement • September 29th, 1995 • Central Power & Light Co /Tx/ • Electric services • Texas
SENIOR NOTES
Central Power And • November 18th, 1998 • Central Power & Light Co /Tx/ • Electric services • New York
INTERCREDITOR AGREEMENT
Intercreditor Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Texas

AEP Texas Central Company, in its capacity as the initial servicer of the Initial Transition Property referred to below (including any successor in such capacity, the “Initial TC Servicer”);

EXHIBIT 1 --------- INSTALLMENT PAYMENT AGREEMENT
Installment Payment Agreement • September 29th, 1995 • Central Power & Light Co /Tx/ • Electric services • Texas
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AEP TEXAS CENTRAL TRANSITION FUNDING II LLC Dated and Effective as of September 25, 2006
Limited Liability Company Agreement • October 11th, 2006 • Aep Texas Central Co • Electric services • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company (the “Company”), is made and entered into as of September 25, 2006 by AEP TEXAS CENTRAL COMPANY, a Texas corporation (including any additional or successor members of the Company other than Special Members, the “Member”).

TRANSITION PROPERTY SERVICING AGREEMENT by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer and AEP TEXAS CENTRAL COMPANY, Servicer Dated as of [ ], 2006
Servicing Agreement • September 6th, 2006 • Aep Texas Central Co • Electric services • New York

This TRANSITION PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of [ ], 2006, is between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a Delaware limited liability company, as issuer (the “Issuer”), and AEP TEXAS CENTRAL COMPANY (“TCC”), a Texas corporation, as servicer (the “Servicer”).

REMARKETING AGREEMENT ___________________________
Central Power & Light Co /Tx/ • September 29th, 1995 • Electric services
EXHIBIT 1(a) ------------ INSTALLMENT PAYMENT AGREEMENT
Payment Agreement • November 13th, 1995 • Central Power & Light Co /Tx/ • Electric services • Texas
FORM OF UNDERWRITING AGREEMENT AEP TEXAS CENTRAL TRANSITION FUNDING II LLC AEP TEXAS CENTRAL COMPANY $[ ] SENIOR SECURED TRANSITION BONDS, SERIES A UNDERWRITING AGREEMENT
Underwriting Agreement • September 6th, 2006 • Aep Texas Central Co • Electric services • New York

This Preliminary Term Sheet is not required to contain all information that is required to be included in the base prospectus and the prospectus supplement that will be prepared for the securities offering to which this Preliminary Term Sheet relates. This Preliminary Term Sheet is not an offer to sell or a solicitation of an offer to buy these securities in any state where such offer, solicitation or sale is not permitted.

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