EXHIBIT 10.4
INTERCREDITOR AGREEMENT
INTERCREDITOR AGREEMENT dated as of October ___, 2001 among
AEP Credit, Inc., a Delaware corporation (the "Initial Receivables
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Purchaser"),
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The Bank of New York, a New York banking corporation, in its capacity
as indenture trustee (the "Indenture Trustee") under that certain
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Master Indenture dated as of May 30, 2001, among AEP Credit, Inc., as
Issuer and as Collection Agent, American Electric Power Service
Corporation, as Servicer, and The Bank of New York, as Indenture
Trustee and as Paying Agent, Authentication Agent and Transfer Agent
and Registrar (as it may hereafter from time to time be amended,
restated or modified, the "Master Indenture"),
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Reliant Energy, Incorporated, a Texas corporation (in its individual
capacity, the "Company" and in its capacity as the initial servicer of
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the Eligible Assets referred to below, including any successor in such
capacity, the "Receivables Servicer"), and
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Reliant Energy Transition Bond Company, LLC, a Delaware limited
liability company (the "Transition Bond Issuer"),
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Bankers Trust Company, a New York banking corporation, in its capacity
as transition bond trustee (the "Transition Bond Trustee"),
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Reliant Energy, Incorporated, a Texas corporation, in its capacity as
the initial servicer of the Transition Property referred to below
(including any successor in such capacity, the "TC Servicer"),
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Reliant Energy, Incorporated, a Texas corporation (together with its
successors and assigns, in its capacity as collection agent for the
benefit of the TC Servicer, the Receivables Servicer and any Other
Receivables Servicers, the "Utility"),
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WHEREAS, pursuant to the terms of the Receivables Agreements (as such
term and the other terms used but not otherwise defined herein are defined in
Annex I hereto), the Company has sold and may hereafter sell its Outstanding
Receivables other than Excluded Receivables (the "Eligible Assets") and the
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Collections to the Initial Receivables Purchaser and the Initial Receivables
Purchaser has engaged or will engage in one or more Receivables Financings; and
WHEREAS, pursuant to the terms of the Transition Property Sale
Agreement dated October __, 2001, among the Transition Bond Issuer and Reliant
Energy, Incorporated, in its capacity as Seller (as it may hereafter from time
to time be amended, restated or modified, the "Sale Agreement"), the Company has
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sold to the Transition Bond Issuer certain assets known as "Transition Property"
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which includes the "Transition Charges"; and
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WHEREAS, pursuant to the terms of the Indenture dated October __, 2001,
among the Transition Bond Issuer, the Transition Bond Trustee, and Bankers Trust
Company in its capacity as Securities Intermediary (as it may hereafter from
time to time be amended, restated or modified and as supplemented from time to
time by one or more Series Supplements, such Series
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Supplements and Indenture being collectively referred to herein as the
"Indenture"), the Transition Bond Issuer, among other things, has granted to the
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Transition Bond Trustee a security interest in certain of its assets, including
the Transition Property, to secure the Transition Bonds issued pursuant to the
Indenture ("Transition Bonds"); and
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WHEREAS, pursuant to the terms of the Transition Property Servicing
Agreement dated as of the date hereof between the Transition Bond Issuer and the
TC Servicer (as it may hereafter from time to time be amended, restated or
modified, the "Servicing Agreement"), the TC Servicer has agreed to provide for
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the benefit of the Transition Bond Issuer servicing functions with respect to
the Transition Charges; and
WHEREAS, pursuant to the terms of the Receivables Agreements, the
Receivables Servicer has agreed with the Initial Receivables Purchaser to
provide servicing, subservicing and collection functions with respect to the
Eligible Assets and the Collections related to Eligible Assets; and
WHEREAS, the Purchase Agreement provides that the Transition Property
and the Transition Charges do not constitute Outstanding Receivables; and
WHEREAS, Collections with respect to Outstanding Receivables are and
will be the subject of the Receivables Agreements, and collections with respect
to Transition Charges are the subject of the Sale Agreement, the Indenture and
the Servicing Agreement; and
WHEREAS, the parties hereto wish to agree upon their respective rights
relating to such Collections, collections and any bank accounts into which the
same may be deposited, as well as other matters of common interest to them which
arise under or result from the coexistence of the Receivables Agreements, the
Sale Agreement, the Indenture and the Servicing Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
SECTION 1. Acknowledgment of Ownership Interests and Security
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Interests. The Initial Receivables Purchaser and the Indenture Trustee
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(collectively, the "Receivables Parties") and the Receivables Servicer hereby
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acknowledge the ownership interest of the Transition Bond Issuer in the
Transition Property, including the Transition Charges and the revenues,
collections, claims, rights, payments, money and proceeds arising therefrom, and
the security interest in favor of the Transition Bond Trustee for the benefit of
itself, the holders of Transition Bonds and any credit enhancement provider (as
defined in the Indenture) in the Transition Property (the "Transition Bond
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Trustee Collateral") as granted by the Transition Bond Issuer in the Granting
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Clause of the Indenture. The Transition Bond Trustee, the Transition Bond Issuer
and the TC Servicer hereby acknowledge the ownership interest of the Initial
Receivables Purchaser in the Outstanding Receivables and the revenues,
Collections, claims, rights, payments, money and proceeds arising therefrom, and
the interests of the Receivables Financing Entities, whether now existing or
hereafter created, in the Eligible Assets and the related property. The
Receivables Parties further acknowledge that, notwithstanding anything in the
Receivables Agreements to the contrary, none of the Receivables Parties has any
interest in the Transition Property or the Transition Bond Trustee Collateral
and each of the Transition Bond Trustee, the Transition Bond
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Issuer and the TC Servicer further acknowledge that, notwithstanding anything in
the Sale Agreement or the Indenture to the contrary, it has no interest in the
Eligible Assets.
SECTION 2. Deposit Accounts. The Receivables Parties, the Receivables
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Servicer, the Transition Bond Issuer, the Transition Bond Trustee and the TC
Servicer each acknowledge that Collections relating to the Eligible Assets and
collections with respect to Transition Property may from time to time be
deposited into one or more designated accounts of the Utility (the "Deposit
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Accounts"). Subject to Section 5 below, the Utility agrees to (i) maintain the
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Deposit Accounts for the benefit of the TC Servicer, the Transition Bond Trustee
and the Transition Bond Issuer and for the benefit of the Receivables Servicer
and the Receivables Parties (and any future Receivables Financing Entities), as
their respective interests may appear; (ii) allocate and remit funds from the
Deposit Accounts on a daily basis to the Transition Bond Trustee in the case of
collections relating to the Transition Property and the Initial Receivables
Purchaser in the case of Collections relating to the Eligible Assets, provided
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that in the case of a shortfall in payment of amounts billed, such allocation
and remittances shall be made, first, on a pro rata basis as between Transition
Charges and Eligible Assets, excluding late charges, based on the respective
amounts of Transition Charges and Eligible Assets billed to each retail electric
provider and, if any retail electric customer is billed directly, to such retail
electric customer, and second, by allocating any late charges to the Company;
and (iii) maintain records as to the amounts deposited into the Deposit
Accounts, the amounts remitted therefrom and the allocation as provided in
clause (ii) above. The Transition Bond Trustee, the Transition Bond Issuer, the
Initial Receivables Purchaser and the Receivables Financing Entities shall each
have the right to require an accounting from time to time of collections,
allocations and remittances by the Utility relating to the Deposit Accounts.
The Transition Bond Trustee, the Transition Bond Issuer and the TC
Servicer waive any interest in deposits to the Deposit Accounts to the extent
that they constitute Collections on account of Eligible Assets, and the
Receivables Parties and the Receivables Servicer waive any interest in deposits
to the Deposit Accounts to the extent that they constitute collections on
account of Transition Property. Each of the parties hereto acknowledges the
respective security interests of the others in amounts on deposit in the Deposit
Accounts to the extent of their respective interests as described in this
Agreement.
SECTION 3. Collections. The Receivables Parties hereby acknowledge
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that, notwithstanding anything in the Receivables Agreements to the contrary,
all collections of Transition Property are property of the Transition Bond
Issuer pledged by the Transition Bond Issuer to the Transition Bond Trustee for
the benefit of itself, the holders of the Transition Bonds and any credit
enhancement provider. Each of the Transition Bond Issuer, the Transition Bond
Trustee and the TC Servicer hereby acknowledge that, notwithstanding anything in
the Sale Agreement or the Indenture to the contrary, all Collections related to
Eligible Assets are the property of the Initial Receivables Purchaser and are
and will be the subject of Receivables Financings, subject to the terms of the
Receivables Agreements.
If any of the Receivables Parties or the Receivables Servicer receives
any payments in respect of the Transition Property or the Transition Bond
Trustee Collateral, it agrees to pay to the Transition Bond Trustee all such
payments received by it in respect thereof as soon as practicable after receipt
thereof by it, and prior to such remittance to the Transition Bond Trustee
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it agrees that such amounts are held in trust for the Transition Bond Trustee.
If any of the Transition Bond Issuer, the Transition Bond Trustee or the TC
Servicer receives any payments in respect of the Eligible Assets, it agrees to
pay to or at the direction of the Initial Receivables Purchaser all such
payments received by it in respect thereof as soon as practicable after receipt
thereof by it, and prior to such remittance to the Initial Receivables Purchaser
it agrees that such amounts are held in trust for the Initial Receivables
Purchaser.
SECTION 4. Time or Order of Attachment. The acknowledgments contained
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in Sections 1, 2 and 3 of this Agreement are applicable irrespective of the time
or order of attachment or perfection of security or ownership interests or the
time or order of filing or recording of financing statements or mortgages or
filings under the Texas Electric Choice Plan (as defined in the Indenture).
SECTION 5. Servicing. (a) The Receivables Parties recognize the
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existence of rights in favor of the Transition Bond Trustee under the Indenture
and the Servicing Agreement to (i) replace the Company as TC Servicer thereunder
and (ii) take control over collections relating to the Transition Property,
under certain limited circumstances described in the Indenture and the Servicing
Agreement, subject to applicable law and regulations and the Financing Order (as
defined in Appendix A to the Indenture) and the terms of this Section 5. The
Transition Bond Issuer and the Transition Bond Trustee recognize the existence
of rights in favor of the Receivables Financing Entities under the Receivables
Agreements to (i) replace the Company as Receivables Servicer, subservicer or
collection agent thereunder and (ii) take control over Collections relating to
Eligible Assets, under certain limited circumstances described in the
Receivables Agreements, subject to applicable law and regulations and the terms
of this paragraph 5.
(b) Notwithstanding the provisions of Section 5(a) above, the
Receivables Parties acknowledge that (i) under the terms of the Financing Order
under certain limited circumstances specified in the Financing Order upon a
default by a retail electric provider, among alternative options to be selected
and implemented by the retail electric provider, certain revenues and receipts
from retail electric customers of such retail electric provider, including
collections relating to the Transition Property and Collections relating to
Eligible Assets, may be paid directly into a lock-box account controlled by the
TC Servicer and in that case amounts in such account must be applied first to
pay Transition Charges then due and owing before the remaining amounts are
released to the retail electric provider, and (ii) under the terms of the
Servicing Agreement upon a default by the TC Servicer under the Servicing
Agreement the Transition Bond Trustee is required to exercise its right to
appoint a replacement TC Servicer upon the instruction of the requisite
percentage holders of the Transition Bonds.
(c) (i) In the event that the Transition Bond Trustee is entitled to
and desires to exercise its right to replace the Company as TC Servicer, or a
Receivables Financing Entity is entitled to and desires to exercise its right to
replace the Company as Receivables Servicer, the party desiring to exercise such
right shall promptly give written notice to the other (the "Servicer Notice")
and consult with the other with respect to the Person who would replace the
Company in such capacities. Any successor in such capacities shall be agreed to
by both the Transition Bond Trustee and the Receivables Financing Entities
within ten Business Days of the date of the Servicer Notice, and such successor
shall be subject to satisfaction of the Rating Agency
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Condition (as defined below). The parties hereto acknowledge and agree that at
all times the TC Servicer and Receivables Servicer shall be the same Person. The
Person named as replacement TC Servicer and replacement Receivables Servicer in
accordance with this Section 5 is referred to herein as the "Replacement
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Servicer". The parties hereto agree that no retail electric provider affiliated
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with the Company will constitute a successor to the Company under this
Agreement.
(ii) In the event that the Transition Bond Trustee is entitled to and
desires to exercise its rights to redirect collections relating to the
Transition Property, or a Receivables Financing Entity is entitled to and
desires to exercise its rights to redirect Collections relating to the Eligible
Assets, any redirection of funds shall be either to (A) the Replacement Servicer
or (B) if there is no Replacement Servicer, to the Designated Account with the
Designated Account Holder chosen in accordance with the provisions set forth
below, on or before the tenth Business Day occurring from and after the date of
the Servicer Notice. The "Designated Account" shall be an "Eligible Deposit
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Account" (as defined in the Indenture) and shall be held for the benefit of the
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Transition Bond Trustee and the Receivables Financing Entities as their
interests may appear. The "Designated Account Holder" shall be a financial
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institution selected by the Transition Bond Trustee and the Receivables
Financing Entities, subject to satisfaction of the Rating Agency Condition, to
hold and allocate amounts in the Designated Account for the benefit of the
Transition Bond Trustee and the Receivables Financing Entities as their
interests may appear as provided in paragraph (d) below. In the event that the
Transition Bond Trustee and the Receivables Financing Entities are unable to
agree upon a Designated Account Holder on or before the tenth Business Day
occurring from and after the date of the Servicer Notice, a Designated Account
Holder shall be promptly selected by the independent public accounting firm
representing the Utility at such time, subject to the satisfaction of the Rating
Agency Condition.
(d) Upon exercise by the Transition Bond Trustee of its rights to
redirect collections relating to the Transition Property or by a Receivables
Financing Entity of its rights to redirect Collections relating to the Eligible
Assets, and in the absence of (x) a Replacement Servicer and (y) the
circumstance referred to in Section 5(b) above, the parties agree that all
collections relating to the Transition Property and all Collections relating to
Eligible Assets shall be deposited into the Designated Account and that the
Designated Account Holder shall be instructed by the Utility to (i) allocate and
remit funds from such Designated Account, in amounts calculated by the Utility,
with such calculations provided to the Designated Account Holder on a daily
basis to the persons entitled thereto, being the Transition Bond Trustee in the
case of all collections relating to the Transition Property and the Receivables
Financing Entities in the case of all Collections relating to the Eligible
Assets, provided that, subject to Section 5(b)(i) above, in the case of a
shortfall of funds in the Designated Account such allocation and remittances
shall be made, first, on a pro rata basis as between Transition Charges and
Eligible Assets, excluding late charges, based on the respective amounts of
Transition Charges and Eligible Assets billed to each retail electric provider
and, if any retail electric customer is billed directly, to such retail electric
customer, and second, by allocating any late charges to the Company; and (ii)
maintain records as to the amounts deposited into such account, the amounts
remitted therefrom and the allocation as provided in clause (i). The fees and
expenses of the Designated Account Holder shall be payable from amounts
deposited into the Designated Account on a pro rata basis as between collections
relating to the Transition Property and Collections relating to the Eligible
Assets, provided that that portion of those fees and expenses
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allocable to collections relating to the Transition Property shall be payable by
the TC Servicer from the servicer fees provided for in the Servicing Agreement,
and that portion of those fees and expenses allocable to Collections relating to
the Eligible Assets shall be payable by the Receivables Servicer from the
servicer fees provided for in the Receivables Agreements. The Transition Bond
Trustee, the Transition Bond Issuer, the Initial Receivables Purchaser and the
Receivables Financing Entities shall each have the right to require an
accounting from time to time of collections, allocations and remittances by the
Designated Account Holder.
(e) If a Replacement Servicer cannot be appointed in accordance with
Section 5(c)(i) above, then either the Transition Bond Trustee or the
Receivables Financing Entities may exercise its rights under Section 5(c)(ii)(B)
above.
(f) Anything in this Agreement to the contrary notwithstanding, any
action taken by either the Transition Bond Trustee or a Receivables Financing
Entity to appoint a Replacement Servicer or designate the Designated Account
pursuant to this paragraph 5 shall be subject to the Rating Agency Condition and
the consent, if required by law or the Financing Order, of the Public Utility
Commission of Texas. For the purposes of this Agreement, the "Rating Agency
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Condition" means, with respect to any such action, notification to each rating
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agency then rating any class or series of the Transition Bonds and any
securities issued pursuant to any Receivables Financing Documents or any
commercial paper issued to fund the related sale or financing of Outstanding
Receivables (collectively, the "Securities") of such action, and the receipt of
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written notification from each such rating agency, other than, with respect to
the Transition Bonds only, Moody's (as defined in the Indenture), that such
action will not result in a reduction or withdrawal of its then current rating
on the Transition Bonds or the Securities. The parties hereto acknowledge and
agree that the approval or the consent of the rating agencies which is required
in order to satisfy the Rating Agency Condition is not subject to any standard
of commercial reasonableness, and the parties are bound to satisfy this
condition whether or not the rating agencies are unreasonable or arbitrary.
SECTION 6. Sharing of Information. The parties hereto agree to
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cooperate with each other and make available to each other or any Replacement
Servicer any and all records and other data relevant to the Transition Property
and Eligible Assets which it may have in its possession or may from time to time
receive from the Company or any predecessor TC Servicer and Receivables
Servicer, including, without limitation, any and all computer programs, data
files, documents, instruments, files and records and any receptacles and
cabinets containing the same. The Company hereby consents to the release of
information regarding the Company pursuant to this Section 6.
SECTION 7. No Joint Venture. Nothing herein contained shall be deemed
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as effecting a joint venture among any of the Receivables Parties, the
Transition Bond Issuer, the Transition Bond Trustee and the Company.
SECTION 8. Method of Adjustment and Allocation. Notwithstanding any
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provision herein to the contrary, for the purpose of this Agreement only, the
Receivables Parties hereby consent and agree to (a) the method of adjustment of
the Transition Charge in accordance with Section 7 of Annex I to the Servicing
Agreement in the form attached hereto and (b) the method of calculation and
allocation of payments in accordance with Sections 3.02 and 3.03 of the
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Servicing Agreement in the form attached hereto and irrevocably waive any right
to object to or enjoin such adjustment, calculation, payment or allocation. Such
consent and agreement shall not relieve the Company of any of its obligations to
make payments in accordance with the terms of the Receivables Agreements.
SECTION 9. Termination. This Agreement shall terminate upon the
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payment in full of the Transition Bonds, except that the understandings and
acknowledgments contained in paragraphs 1, 2, 3 and 4 shall survive the
termination of this Agreement.
SECTION 10. Governing Law. This Agreement shall be governed by the laws
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of the State of Texas.
SECTION 11. Further Assurances. The parties hereto each agree to
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execute any and all agreements, instruments, financing statements, releases and
any and all other documents reasonably requested by the other in order to
effectuate the intent of this Agreement. In each case where a release is to be
given pursuant to this Agreement, the term release shall include any documents
or instruments necessary to effect a release, as contemplated by this Agreement.
All releases, subordinations and other instruments submitted to the executing
party are to be prepared at no expense to such party.
SECTION 12. Limitation on Rights of Others. This Agreement is solely
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for the benefit of the Receivables Parties (and any future Receivables Financing
Entities), including without limitation the Indenture Trustee, for the benefit
of the Noteholders (as defined in the Master Indenture), the Transition Bond
Issuer, the Transition Bond Trustee for the benefit of itself, the holders of
Transition Bonds and any credit enhancement provider, and the Company and no
other person or entity shall have any rights, benefits, priority or interest
under or because of the existence of this Agreement.
SECTION 13. Counterparts. This Agreement may be executed in any number
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of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which taken together shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of a manually executed counterpart of
this Agreement.
SECTION 14. Nonpetition Covenant. Notwithstanding any prior termination
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of this Agreement or the Indenture, each of the parties hereto hereby covenants
and agrees that it shall not, prior to the date which is one year and one day
after the termination of the Indenture and the payment in full of the Transition
Bonds, any other amounts owed under the Indenture, including, without
limitation, any amounts owed to third-party credit enhancers or under any
interest rate swap agreement, acquiesce, petition or otherwise invoke or cause
the Transition Bond Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the
Transition Bond Issuer under any federal or State bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Transition Bond Issuer or any
substantial part of the property of the Transition Bond Issuer, or ordering the
winding up or liquidation of the affairs of the Transition Bond Issuer.
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Notwithstanding any prior termination of this Agreement or the
Receivables Agreements, each of the parties hereto hereby covenants and agrees
that it shall not, prior to the date which is one year and one day after the
termination of the Receivables Agreements and the payment in full of the
Securities, any other amounts owed under the Receivables Agreements, acquiesce,
petition or otherwise invoke or cause AEP Credit, Inc. or any Receivables
Financing Entity (and, for long as the Indenture Trustee acts as trustee for the
related Receivables Financing, any entity that issues commercial paper in
connection with such Receivables Financing) that issues commercial paper (a "CP
--
Conduit") to invoke the process of any court or government authority for the
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purpose of commencing or sustaining a case against AEP Credit, Inc. or any CP
Conduit under any federal or State bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of AEP Credit, Inc. or any CP Conduit or any substantial
part of the property of AEP Credit, Inc. or any CP Conduit, or ordering the
winding up or liquidation of the affairs of AEP Credit, Inc. or any CP Conduit.
SECTION 15. Trustees. The Bank of New York, as Indenture Trustee, in
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acting hereunder is entitled to all rights, benefits, protections, immunities
and indemnities accorded to it under the Master Indenture. Bankers Trust
Company, as Transition Bond Trustee, in acting hereunder is entitled to all
rights, benefits, protections, immunities and indemnities accorded to it under
the Indenture.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
AEP CREDIT, INC.
By:___________________________________
Name:_________________________________
Title:________________________________
RELIANT ENERGY, INCORPORATED,
as Company and Receivables Servicer
By:___________________________________
Name:_________________________________
Title:________________________________
RELIANT ENERGY, INCORPORATED,
as TC Servicer
By:___________________________________
Name:_________________________________
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Title:________________________________________
RELIANT ENERGY, INCORPORATED, as Utility
By:___________________________________________
Name:_________________________________________
Title:________________________________________
RELIANT ENERGY TRANSITION BOND COMPANY, LLC
By:___________________________________________
Name:_________________________________________
Title:________________________________________
BANKERS TRUST COMPANY,
as Transition Bond Trustee
By:___________________________________________
Name:_________________________________________
Title:________________________________________
THE BANK OF NEW YORK,
as Indenture Trustee
By:___________________________________________
Name:_________________________________________
Title:________________________________________
9
ANNEX I
"Business Day" means any day other than a Saturday, Sunday, "Seller holiday",
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"Credit holiday" or any holiday for national banks or any New York banking
corporation in Dallas, Texas, New York, New York or Houston, Texas. The terms
"Seller holiday" and "Credit holiday" shall have the meanings given to such
terms under the definition of "Business Day" pursuant to the Purchase Agreement,
dated as of May 29, 1992 between AEP Credit, Inc. and Reliant Energy,
Incorporated, as such agreement is amended from time to time.
"Collections" mean, with respect to any Receivable, all cash collections,
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negotiable instruments, other cash or non-cash proceeds or any other form of
payment in respect of such Receivable and shall include all proceeds of any
other form of payment in respect of such Receivable and shall include all
proceeds of any Receivable within the meaning of Section 9-102(a)(64)of the
applicable Uniform Commercial Code. "Collections" shall also mean that portion
of any security deposit applied in satisfaction of a Receivable.
"Excluded Receivables" means any Receivables that are "Excluded Receivables"
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under the Purchase Agreement in the form attached hereto.
"Outstanding Receivables" means Receivables that are "Outstanding Receivables"
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under the Purchase Agreement in the form attached hereto.
"Purchase Agreement" means the purchase agreement dated as of May 29, 1992,
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between CSW Credit, Inc. and Houston Lighting & Power Company, as amended by
Amendment No. 1 thereto dated as of February 1, 1996 and as amended by the
Global Amendment between such parties dated as of the date hereof.
"Receivable" means any Outstanding Receivable (other than Excluded Receivables)
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that has been purchased by the Initial Receivables Purchaser from the Company.
"Receivables Agreements" means the (i) Purchase Agreement, (ii) the Agency
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Agreement dated as of May 29, 1992, between CSW Credit, Inc. and Houston
Lighting & Power Company as amended by the Global Amendment between such parties
dated as of the date hereof, and (iii) any other Receivables Financing
Documents.
"Receivables Financing" means any sale, pledge or other transfer of an interest
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in Outstanding Receivables by the Initial Receivables Purchaser.
"Receivables Financing Documents" means each indenture, receivables transfer
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agreement or other document or agreement executed by the Receivables Parties
any/or any future Receivables Financing Entities in connection with a
Receivables Financing.
"Receivables Financing Entity" means, initially, the Indenture Trustee, and
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shall mean, after the Notes issued pursuant to the Receivables Financing for
which the Indenture Trustee acts as trustee have been paid in full, any trustee,
purchaser, administrative agent or other entity purchasing or providing
financing for (or acting as agent for such person) Outstanding
Receivables provided that such person has agreed to be bound by this
Intercreditor Agreement or is otherwise satisfactory to the Company.
"Transition Charges" means nonbypassable amounts to be charged for the use or
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availability of electric services, approved by the Texas Public Utility
Commission in the Financing Order to recover Qualified Costs (as defined in the
Financing Order), that shall be collected by TC Servicer, its successors,
assignees or other collection agents as provided for in the Financing Order.
"Transition Property" means the rights and interests of the Utility or its
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successor under the Financing Order, once those rights are first transferred to
the Transition Bond Issuer or pledged in connection with the issuance of the
transition bonds, including the irrevocable right to impose, collect and receive
through Transition Charges payable by retail electric customers within Utility's
certificated service area as it existed on May 1, 1999, an amount sufficient to
cover the Qualified Costs (as defined in the Financing Order) of Utility
authorized in the Financing Order, the right to receive Transition Charges in
amounts and at times sufficient to pay principal and interest and make other
deposits in connection with the transition bonds and all revenues and
collections resulting from Transition Charges.
