Central Power & Light Co /Tx/ Sample Contracts

Aep Texas Central Co – AEP TEXAS CENTRAL TRANSITION FUNDING II LLC AEP TEXAS CENTRAL COMPANY $1,739,700,000 SENIOR SECURED TRANSITION BONDS, SERIES A UNDERWRITING AGREEMENT (October 11th, 2006)
Aep Texas Central Co – [Bracewell& Giuliani LLP Letterhead] October 11, 2006 (October 11th, 2006)

We have served as local Texas counsel to AEP Texas Central Company, a Texas corporation (“TCC”), and AEP TCC Transition Funding LLC, a Delaware limited liability company (“Bond Issuer”), in connection with the issuance and sale on the date hereof by the Bond Issuer, of $1,739,700,000 aggregate principal amount of the Bond Issuer’s Senior Secured Transition Bonds, Series A (the “Bonds”), which are more fully described in the Prospectus Supplement dated October 4, 2006 and related Prospectus dated October 4, 2006. The Bonds are being sold pursuant to the provisions of the Underwriting Agreement dated October 11, 2006, among TCC, the Bond Issuer and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc., as representatives of the underwriters named in Schedule II to such Underwriting Agreement. The Bonds are being issued pursuant to the provisions of the Indenture dated as of October 11, 2006 (the “Indenture”), as supplemented by the Series Sup

Aep Texas Central Co – AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AEP TEXAS CENTRAL TRANSITION FUNDING II LLC Dated and Effective as of September 25, 2006 (October 11th, 2006)

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”).

Aep Texas Central Co – SIDLEY AUSTIN LLP BEIJING GENEVA SAN FRANCISCO ONE SOUTH DEARBORN BRUSSELS HONG KONG SHANGHAI CHICAGO, IL 60603 CHICAGO LONDON SINGAPORE (October 11th, 2006)

We have served as special counsel to AEP Texas Central Company, a Texas corporation (“TCC”), in connection with the issuance and sale on the date hereof by AEP Texas Central Transition Funding II LLC, a Delaware limited liability company (the “Issuer”), of $1,739,700,000 aggregate principal amount of the Issuer’s Senior Secured Transition Bonds, Series A (the “Bonds”), which are more fully described in the Prospectus Supplement dated October 4, 2006. The Bonds are being sold pursuant to the provisions of the Underwriting Agreement dated October 4, 2006 among TCC, the Issuer and Credit Suisse Securities (USA) LLC, J.P. Morgan Securities Inc. and Greenwich Capital Markets, Inc., as representatives of the underwriters named in Schedule I to such Underwriting Agreement. The Bonds are being issued pursuant to the provisions of the Indenture dated as of October 11, 2006 (the “Indenture”), as supplemented by the Series Supplement dated as of October 11, 2006 (together with the Indenture, the

Aep Texas Central Co – 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 (October 11th, 2006)

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”).

Aep Texas Central Co – SERIES SUPPLEMENT (October 11th, 2006)

This SERIES SUPPLEMENT dated as of October 11, 2006 (this “Series Supplement”), by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and The Bank of New York, a New York banking corporation (“BNY”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of October 11, 2006, by and between the Issuer and BNY, in its capacity as Indenture Trustee and in its separate capacity as a securities intermediary (the “Indenture”).

Aep Texas Central Co – TRANSITION PROPERTY SERVICING AGREEMENT by and between AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer and AEP TEXAS CENTRAL COMPANY, Servicer Dated as of October 11, 2006 (October 11th, 2006)

This TRANSITION PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of October 11, 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”).

Aep Texas Central Co – ADMINISTRATION AGREEMENT (October 11th, 2006)

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)

Aep Texas Central Co – INTERCREDITOR AGREEMENT (October 11th, 2006)

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”);

Aep Texas Central Co – AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer, and THE BANK OF NEW YORK, Indenture Trustee and Securities Intermediary (October 11th, 2006)

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”).

Aep Texas Central Co – AEP TEXAS CENTRAL TRANSITION FUNDING II LLC, Issuer, and THE BANK OF NEW YORK, Indenture Trustee and Securities Intermediary (September 6th, 2006)

This INDENTURE dated as of [                    ], 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”).

Aep Texas Central Co – PURCHASE AND SALE AGREEMENT (November 5th, 2004)
Aep Texas Central Co – INDENTURE (March 11th, 2004)
Aep Texas Central Co – REGISTRATION RIGHTS AGREEMENT (July 21st, 2003)
Aep Texas Central Co – REGISTRATION RIGHTS AGREEMENT (July 21st, 2003)
Aep Texas Central Co – TRANSMISSION COORDINATION AGREEMENT (March 20th, 2003)
Aep Texas Central Co – OPERATING AGREEMENT (March 20th, 2003)
Central Power & Light Co /Tx/ – SECOND SUPPLEMENTAL INDENTURE (March 30th, 2001)
Central Power & Light Co /Tx/ – FIRST SUPPLEMENTAL INDENTURE (March 30th, 2001)
Central Power & Light Co /Tx/ – INDENTURE (March 30th, 2001)
Central Power & Light Co /Tx/ – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)
Central Power & Light Co /Tx/ – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)
Central Power & Light Co /Tx/ – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)
Central Power & Light Co /Tx/ – CHANGE IN CONTROL AGREEMENT (March 26th, 1998)
Central Power & Light Co /Tx/ – Rights Agreement (November 13th, 1997)
Central Power & Light Co /Tx/ – AGREEMENT AS TO EXPENSES AND LIABILITIES (May 15th, 1997)
Central Power & Light Co /Tx/ – GUARANTEE AGREEMENT (May 15th, 1997)
Central Power & Light Co /Tx/ – INDENTURE (May 15th, 1997)
Central Power & Light Co /Tx/ – NEWS RELEASE (April 3rd, 1997)
Central Power & Light Co /Tx/ – TRUST AGREEMENT (February 5th, 1997)
Central Power & Light Co /Tx/ – FIRST SUPPLEMENTAL INDENTURE (February 5th, 1997)
Central Power & Light Co /Tx/ – First Supplemental Indenture (February 5th, 1997)
Central Power & Light Co /Tx/ – TRUST AGREEMENT (February 5th, 1997)
Central Power & Light Co /Tx/ – GUARANTEE AGREEMENT (February 5th, 1997)
Central Power & Light Co /Tx/ – ================================== News Release (January 31st, 1997)