<PAGE>
FILED PURSUANT TO RULE 424(b)(5)
REGISTRATION NO. 333-30785
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 3, 1997)
$2,463,000,000
CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK
SPECIAL PURPOSE TRUST SCE-1
RATE REDUCTION CERTIFICATES, SERIES 1997-1
$246,300,000 CLASS A-1 5.98% CERTIFICATES
$307,251,868 CLASS A-2 6.14% CERTIFICATES
$247,840,798 CLASS A-3 6.17% CERTIFICATES
$246,030,125 CLASS A-4 6.22% CERTIFICATES
$360,644,658 CLASS A-5 6.28% CERTIFICATES
$739,988,148 CLASS A-6 6.38% CERTIFICATES
$314,944,403 CLASS A-7 6.42% CERTIFICATES
SCE FUNDING LLC
ISSUER OF THE NOTES
SOUTHERN CALIFORNIA EDISON COMPANY
SELLER AND SERVICER
THE OFFERED CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE
STATE OF CALIFORNIA, THE INFRASTRUCTURE BANK, ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR THE SELLER OR ANY OF ITS AFFILIATES. NONE OF THE OFFERED
CERTIFICATES, THE UNDERLYING NOTES OR THE TRANSITION PROPERTY WILL BE
GUARANTEED OR INSURED BY THE STATE OF CALIFORNIA, THE INFRASTRUCTURE BANK, THE
TRUST OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE SELLER OR
ITS AFFILIATES.
(Continued on following page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
THERE CURRENTLY IS NO SECONDARY MARKET FOR THE OFFERED CERTIFICATES, AND
THERE IS NO ASSURANCE THAT ONE WILL DEVELOP.
PROSPECTIVE INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION SET
FORTH UNDER THE CAPTION "RISK FACTORS," WHICH BEGINS ON PAGE 26 IN THE
PROSPECTUS AND UNDER THE CAPTION "RECENT DEVELOPMENTS" IN THIS PROSPECTUS
SUPPLEMENT.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT TRUST(1)(2)
<S> <C> <C> <C>
Per Class A-1 Certificate............ 99.99253% 0.24566% 99.74687%
Per Class A-2 Certificate............ 99.99648% 0.35000% 99.64648%
Per Class A-3 Certificate............ 99.99420% 0.40000% 99.59420%
Per Class A-4 Certificate............ 99.97864% 0.45000% 99.52864%
Per Class A-5 Certificate............ 99.97756% 0.50000% 99.47756%
Per Class A-6 Certificate............ 99.95681% 0.55000% 99.40681%
Per Class A-7 Certificate............ 99.93859% 0.65000% 99.28859%
Total................................ $2,462,309,923 $11,699,238 $2,450,610,685
- -------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, at the applicable Certificate Interest Rate
from December 11, 1997.
(2) Before deduction of expenses estimated to be $6,900,000.
The Offered Certificates are offered by the Underwriters when, as and if
issued by the Trust and accepted by the Underwriters and subject to the
Underwriters' right to reject orders in whole or in part. It is expected that
the Offered Certificates will be delivered on or about December 11, 1997, in
book-entry form through the facilities of The Depository Trust Company, Cedel
Bank, societe anonyme, and the Euroclear System.
SALOMON SMITH BARNEY LEHMAN BROTHERS
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
PAINEWEBBER INCORPORATED
ARTEMIS CAPITAL GROUP, INC.
BLAYLOCK & PARTNERS, L.P.
UTENDAHL CAPITAL PARTNERS, L.P.
The date of this Prospectus Supplement is December 4, 1997
<PAGE>
(Continued from previous page)
The California Infrastructure and Economic Development Bank Special Purpose
Trust SCE-1 Rate Reduction Certificates, Series 1997-1 (the "Offered
Certificates"), offered hereby will consist of the seven Classes listed on the
cover page hereof. Each Class of Offered Certificates represents a fractional
undivided beneficial interest in the related class of SCE Funding LLC Notes,
Series 1997-1 (the "Underlying Notes"), issued by SCE Funding LLC, a Delaware
special purpose limited liability company (the "Note Issuer"). Each Underlying
Note will be secured primarily by the Transition Property owned by the Note
Issuer, as described under "Description of the Transition Property" herein and
in the Prospectus; the Underlying Notes will also be secured by the other Note
Collateral described under "Description of the Notes--Security" in the
Prospectus. The Underlying Notes, together with other Series of notes issued
from time to time by the Note Issuer under the Note Indenture (together with
the Underlying Notes, the "Notes"), are owned by the California Infrastructure
and Economic Development Bank Special Purpose Trust SCE-1 (the "Trust").
Interest on each Class of Offered Certificates at the applicable Certificate
Interest Rate will be distributable quarterly on March 25, June 25, September
25 and December 26 or, if any such day is not a Certificate Business Day, the
next succeeding Certificate Business Day (each, a "Distribution Date")
commencing March 25, 1998. INTEREST AND PRINCIPAL ON ANY CLASS OF OFFERED
CERTIFICATES WILL BE DISTRIBUTABLE ONLY TO THE EXTENT OF PAYMENTS RECEIVED BY
THE TRUST ON THE RELATED CLASS OF UNDERLYING NOTES. See "Description of the
Notes" herein.
The Offered Certificates are part of a separate Series of California
Infrastructure and Economic Development Bank Special Purpose Trust SCE-1 Rate
Reduction Certificates being offered by the Trust from time to time pursuant
to a Prospectus dated December 3, 1997 (the "Prospectus"), of which this
Prospectus Supplement is a part and which accompanies this Prospectus
Supplement.
THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE
OFFERING OF THE OFFERED CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN
THE PROSPECTUS. PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE OFFERED CERTIFICATES MAY
NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS.
THE TRANSITION PROPERTY OWNED BY THE NOTE ISSUER AND CERTAIN OTHER ASSETS OF
THE NOTE ISSUER ARE THE SOLE SOURCE OF PAYMENTS ON THE UNDERLYING NOTES.
PAYMENTS ON THE UNDERLYING NOTES RECEIVED BY THE TRUST ARE THE SOLE SOURCE OF
DISTRIBUTIONS ON THE OFFERED CERTIFICATES. NONE OF THE STATE OF CALIFORNIA,
THE INFRASTRUCTURE BANK, THE TRUST OR ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR THE SELLER OR ANY OF ITS AFFILIATES WILL HAVE ANY
OBLIGATIONS IN RESPECT OF THE OFFERED CERTIFICATES, THE UNDERLYING NOTES OR
THE UNDERLYING TRANSITION PROPERTY, EXCEPT AS EXPRESSLY SET FORTH HEREIN AND
IN THE PROSPECTUS.
NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
CALIFORNIA OR ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY THEREOF IS
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THE OFFERED
CERTIFICATES OR THE UNDERLYING NOTES, OR TO THE PAYMENTS IN RESPECT OF THE
TRANSITION PROPERTY, NOR IS THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OR AGENCY OR INSTRUMENTALITY THEREOF IN ANY MANNER OBLIGATED TO
MAKE ANY APPROPRIATION FOR THE PAYMENT THEREOF.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICES OF THE OFFERED
CERTIFICATES. SUCH TRANSACTIONS MAY INCLUDE OVERALLOTMENT TRANSACTIONS,
ENTERING STABILIZING BIDS, EFFECTING SYNDICATE COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES SEE
"UNDERWRITING" HEREIN.
Prospective investors should refer to the "Index of Principal Definitions"
which begins on page S-33 herein and which begins on page 92 in the Prospectus
for the location of the definitions of capitalized terms that appear in the
Prospectus and this Prospectus Supplement.
S-2
<PAGE>
REPORTS TO HOLDERS
Unless and until the Offered Certificates are no longer issued in book-entry
form, the Servicer indirectly will provide to Cede & Co., as nominee of The
Depository Trust Company ("DTC") and registered holder of the Offered
Certificates and, upon request, to Participants of DTC, periodic reports
concerning the Offered Certificates. See "Servicing--Statements by Servicer"
in the Prospectus. Such reports may be made available to the holders of
interests in the Offered Certificates (the "Certificateholders") upon request
to their Participants. Such reports will not constitute financial statements
prepared in accordance with generally accepted accounting principles. The
financial information provided to Certificateholders will not be examined and
reported upon, nor will an opinion thereon be provided, by any independent
public accountant.
The Note Issuer will file with the Securities and Exchange Commission (the
"Commission") such periodic reports as are required by the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules, regulations or
orders of the Commission thereunder. Copies of the Registration Statement and
exhibits thereto may be obtained at the locations specified in the Prospectus
under "Available Information" at prescribed rates. Information filed with the
Commission can also be inspected at the Commission's site on the World Wide
Web at http://www.sec.gov. The Note Issuer may discontinue filing periodic
reports under the Exchange Act at the beginning of the fiscal year following
the issuance of the Offered Certificates if there are fewer than 300 holders
of such Offered Certificates.
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE SELLER, THE NOTE ISSUER, THE TRUST, THE INFRASTRUCTURE BANK,
THE UNDERWRITERS OR ANY DEALER, SALESPERSON OR OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE ANY SUCH
OFFER OR SOLICITATION.
S-3
<PAGE>
PROSPECTUS SUPPLEMENT SUMMARY
The following Prospectus Supplement Summary is qualified in its entirety by
reference to the detailed information appearing elsewhere herein and in the
Prospectus. Certain capitalized terms used but not defined in this Prospectus
Supplement Summary have the meanings ascribed to such terms elsewhere in this
Prospectus Supplement or, to the extent not defined herein, have the meanings
ascribed to such terms in the Prospectus. The Index of Principal Definitions
included in this Prospectus Supplement which begins on page S-33 sets forth the
pages on which the definitions of certain principal terms appear.
Summary of Offered
Certificates................ The California Infrastructure and Economic
Development Bank Special Purpose Trust SCE-1 Rate
Reduction Certificates, Series 1997-1 (the
"Offered Certificates"). On the date of initial
issuance of the Offered Certificates (the "Series
Issuance Date"), the Offered Certificates will be
issued as described below.
<TABLE>
<CAPTION>
INITIAL CERTIFICATE
PRINCIPAL SCHEDULED FINAL INTEREST
CLASS AMOUNT DISTRIBUTION DATE TERMINATION DATE RATE
- ----- ------------ ------------------ ------------------ -----------
<S> <C> <C> <C> <C>
A-1 $246,300,000 December 26, 1998 December 26, 2000 5.98%
A-2 $307,251,868 March 25, 2000 March 25, 2002 6.14%
A-3 $247,840,798 March 25, 2001 March 25, 2003 6.17%
A-4 $246,030,125 March 25, 2002 March 25, 2004 6.22%
A-5 $360,644,658 September 25, 2003 September 25, 2005 6.28%
A-6 $739,988,148 September 25, 2006 September 25, 2008 6.38%
A-7 $314,944,403 December 26, 2007 December 26, 2009 6.42%
</TABLE>
Transaction Overview........ For a brief summary of the statutes and
proceedings which form the basis for the issuance
and sale of the Offered Certificates by the
Trust, and a diagram of the parties to the
transaction, their roles and their various
relationships to the other parties, investors are
directed to the discussion under the heading
"Prospectus Summary--Transaction Overview" in the
Prospectus.
The Note Issuer will issue the Underlying Notes,
and sell the Underlying Notes to the Trust in
exchange for the proceeds of the sale of the
Offered Certificates. The Trust has been
established by the Infrastructure Bank. The
Trust, whose sole assets will be the Underlying
Notes and other Notes issued under the Indenture,
will issue the Offered Certificates, which will
be sold to the Underwriters. The Offered
Certificates of each Class represent fractional
undivided beneficial interests in the related
Class of Underlying Notes and the proceeds
thereof. The Underlying Notes will be secured
primarily by the Transition Property. The
Underlying Notes will also be secured by the
Transition Property Purchase and Sale Agreement
between Edison and the Note Issuer, any
subsequent sale agreement relating to a separate
Series of Notes, the Transition Property
Servicing Agreement between Edison and the Note
Issuer, the Collection Account and all amounts or
investment property on deposit therein or
credited thereto from time to time, all other
property of whatever kind (other than certain
cash amounts described herein) owned from time to
time by the Note
S-4
<PAGE>
Issuer, if any, all present and future claims,
demands, causes and choses in action in respect
of any or all of the foregoing and all payments
on or under and all proceeds in respect of any or
all of the foregoing. See "Description of the
Notes--Security" herein.
The charges included in the Transition Property
described in the Prospectus are calculated to be
sufficient over time to pay principal and
interest on the Offered Certificates, to pay all
related fees and expenses, to collect the
Overcollateralization Amount described herein and
to replenish the Capital Subaccount to the extent
that amounts are drawn therefrom. These charges
will be subject to adjustment pursuant to the
true-up mechanism described in the Prospectus
over the life of the Offered Certificates to
enhance the likelihood of timely recovery of such
amounts, although there can be no assurance that
the true-up mechanism will operate as intended or
that any of the Offered Certificates will mature
as scheduled. See "Description of the Transition
Property--Adjustments to the FTA Charges" in the
Prospectus.
Risk Factors................ Investors should consider the risks associated
with an investment in the Offered Certificates.
For a discussion of certain material risks
associated therewith, investors should review the
discussion under "Risk Factors" which begins on
page 26 of the Prospectus and the discussion
under "Recent Developments" which begins on
page S-14.
The Offered Certificates.... The California Infrastructure and Economic
Development Bank Special Purpose Trust SCE-1 Rate
Reduction Certificates, Series 1997-1. The
Offered Certificates are comprised of the seven
Classes listed on the cover page hereof (each, a
"Class"). As of the Series Issuance Date, the
aggregate principal balance of the Offered
Certificates (the "Original Certificate Principal
Balance") will be $2,463,000,000. Each Class of
Offered Certificates will have a principal
balance (the "Class Principal Balance") equal to
the initial amount of principal allocable to such
Class, reduced by principal distributed to such
Class in accordance with the terms of the Trust
Agreement. See "Description of the Certificates"
herein and in the Prospectus.
None of the Offered Certificates, the Underlying
Notes or the Transition Property will be
guaranteed or insured by the State of California,
the Infrastructure Bank, the Trust or any other
governmental agency or instrumentality or by the
Seller or any of its affiliates. Neither the full
faith and credit nor the taxing power of the
State of California or any political subdivision,
agency or instrumentality thereof is pledged to
the distributions of principal of or interest on
the Offered Certificates or the Underlying Notes
or to the payments in respect of the Transition
Property. The issuance and sale of the Offered
Certificates are contingent upon the
effectiveness of the Issuance Advice Letter
related thereto. See "Description of the
Transition Property--Financing Order and Advice
Letters" in the Prospectus.
S-5
<PAGE>
Seller and Servicer......... Southern California Edison Company, a California
corporation ("Edison" or, in its capacity as
seller of the Transition Property, the "Seller"
or, in its capacity as servicer of the Transition
Property, the "Servicer"). For a more complete
discussion of Edison and its roles as Seller and
Servicer, see "The Seller and Servicer" herein
and in the Prospectus.
Issuer of Certificates...... A trust entitled "California Infrastructure and
Economic Development Bank Special Purpose Trust
SCE-1" (the "Trust") established by the
California Infrastructure and Economic
Development Bank (the "Infrastructure Bank"). The
Trust will not be an agency or instrumentality of
the State of California. The Infrastructure Bank
will not guarantee or insure the Offered
Certificates, the Underlying Notes or the
Transition Property. For a more complete
discussion of the Trust, see "The Trust" in the
Prospectus, and for a more complete discussion of
the Infrastructure Bank, see "The Infrastructure
Bank" in the Prospectus.
Certificate Trustee......... Bankers Trust Company of California, N.A., a
national banking association (the "Certificate
Trustee").
Delaware Trustee............ Bankers Trust (Delaware), a Delaware banking
corporation (the "Delaware Trustee").
Note Issuer................. SCE Funding LLC, a Delaware special purpose
limited liability company whose sole member is
Edison (the "Note Issuer"). The principal
executive office of the Note Issuer is located at
2244 Walnut Grove Avenue, Room 180, Rosemead, CA
91770, and its telephone number is (626) 302-
1850.
The Underlying Notes........ SCE Funding LLC Notes, Series 1997-1 (the
"Underlying Notes"), issued by the Note Issuer.
The Underlying Notes are comprised of seven
classes (each, a "Class"). As of the Series
Issuance Date for the Underlying Notes, the
aggregate principal balance thereof will be
$2,463,000,000. Each Class of Underlying Notes
secures the payment of the corresponding Class of
Offered Certificates and will have the same Class
Principal Balance as the corresponding Class of
Offered Certificates. See "Description of the
Notes" herein and in the Prospectus.
Note Trustee................ Bankers Trust Company of California, N.A., a
national banking association (the "Note
Trustee").
Transition Property......... As more fully described under "Description of the
Transition Property" herein and in the
Prospectus, the property right created under the
PU Code including, without limitation, the right,
title and interest of an electrical corporation
or its transferee (i) in and to the FTA Charges,
as adjusted from time to time, (ii) to be paid
the FTA Payments, and (iii) to obtain adjustments
to the FTA Charges as provided in the PU Code.
FTA Charges................. As more fully described under "Description of the
Transition Property" in the Prospectus,
nonbypassable, usage-based, per kilowatt hour
charges payable by Residential Customers and
Small
S-6
<PAGE>
Commercial Customers, which are expected to yield
the amounts which are necessary to provide for
the amortization of all Certificates in
accordance with the applicable Expected
Amortization Schedule, the payment of fees and
expenses related to the issuance and servicing of
the Certificates, the collection of the
Overcollateralization Amount described herein and
the replenishment of the Capital Subaccount to
the extent that amounts are drawn therefrom.
Based on the Expected Amortization Schedule set
forth herein and the assumptions related thereto,
the initial FTA Charge payable by Residential
Customers would be 1.723 cents per kilowatt hour
and the initial FTA Charge payable by Small
Commercial Customers would be 1.822 cents per
kilowatt hour. See "Description of the Notes--
Principal" herein.
Adjustments to FTA Charges.. In order to enhance the likelihood that the FTA
Collections are neither more nor less than the
amount necessary to amortize the Offered
Certificates in accordance with the Expected
Amortization Schedule, fund the
Overcollateralization Subaccount as scheduled,
pay fees and expenses relating to the issuance
and servicing of the Offered Certificates and
replenish the Capital Subaccount to the extent
that amounts have been drawn therefrom, the
Servicing Agreement and the Financing Order
require the Servicer to seek periodic adjustments
to the FTA Charges based on actual FTA
Collections and updated assumptions by the
Servicer as to, among other factors, the
electricity usage by Customers and the rate of
delinquencies and write-offs. The adjustments to
the FTA Charges will continue until all interest
and principal on all Series of Notes and
corresponding Series of Certificates have been
paid or distributed in full. See "Description of
the Transition Property--Adjustments to the FTA
Charges" in the Prospectus.
Distribution Dates.......... Each March 25, June 25, September 25 and December
26 (or, if any such date is not a Certificate
Business Day, the next succeeding Certificate
Business Day) commencing March 25, 1998, the
dates on which distributions will be made to
holders of Offered Certificates (each, a
"Distribution Date"). Each Distribution Date with
respect to the Certificates will also be a date
on which payments are made with respect to the
Notes (each, a "Payment Date").
Record Date................. With respect to any Distribution Date, the
Business Day preceding such Distribution Date if
the Offered Certificates are Book-Entry
Certificates or, if Definitive Certificates are
issued, the last day of the preceding calendar
month (each, a "Record Date").
Scheduled Final
Distribution and
Termination Dates.......... The Scheduled Final Distribution Date for each
Class of the Offered Certificates, which is the
date when all principal and interest on such
Class of Offered Certificates is expected to be
distributed in full, based on certain assumptions
described herein, and the Termination Date for
each Class of Offered Certificates are specified
herein under "Description of the Certificates."
S-7
<PAGE>
Failure to distribute principal of any Class of
Offered Certificates in full by the related
Termination Date shall constitute an Event of
Default, and the Certificate Trustee may and,
upon the written direction of the holders of a
majority in principal amount of all Certificates
of all Series then outstanding, shall declare the
unpaid principal amount of all the Notes of all
Series then outstanding to be due and payable.
See "Description of the Certificates--Events of
Default" and "Ratings" in the Prospectus.
Issuance of New Series...... The Trust may issue new Series of Certificates
from time to time. A new Series may be issued
only upon satisfaction of the conditions
described under "Description of the
Certificates--Conditions of Issuance of
Additional Series" in the Prospectus.
Interest.................... On each Distribution Date, the Certificate
Trustee shall distribute pro rata to the
Certificateholders of each Class as of the
related Record Date any unpaid interest payable
on any prior Distribution Dates, together with
interest thereon at the applicable Certificate
Interest Rate, and interest in an amount equal to
one-fourth of the product of (a) the applicable
Certificate Interest Rate and (b) the applicable
Class Principal Balance as of the close of
business on the preceding Distribution Date after
giving effect to all payments of principal made
to the Certificateholders on such preceding
Distribution Date; provided, however, that with
respect to the initial Distribution Date,
interest on each outstanding Class Principal
Balance will accrue from and including the Series
Issuance Date to, but excluding, such initial
Distribution Date. Interest will be calculated on
the basis of a 360-day year of twelve 30-day
months. Interest on any Class of Offered
Certificates will be distributable only to the
extent interest has been paid on the related
Class of Underlying Notes. Interest on the
Offered Certificates will be distributed prior to
any distribution of principal on the Offered
Certificates. See "Description of the
Certificates--Distributions of Interest" herein
and "Description of the Notes--Interest and
Principal" in the Prospectus.
Principal................... Unless a Certificate Event of Default has
occurred and is continuing and the Certificate
Trustee has declared the unpaid principal amount
of all Series of Notes and accrued interest
thereon to be due and payable on each
Distribution Date, the Certificate Trustee shall
distribute to the Certificateholders as of the
related Record Date amounts distributable as
principal, in the following order and priority:
(1) to the holders of the Class A-1 Certificates,
until the Class Principal Balance thereof has
been reduced to zero; (2) to the holders of the
Class A-2 Certificates, until the Class Principal
Balance thereof has been reduced to zero; (3) to
the holders of the Class A-3 Certificates, until
the Class Principal Balance thereof has been
reduced to zero; (4) to the holders of the Class
A-4 Certificates, until the Class Principal
Balance thereof has been reduced to zero; (5) to
the holders of the Class A-5 Certificates, until
the Class Principal Balance thereof has been
reduced to zero; (6) to the
S-8
<PAGE>
holders of the Class A-6 Certificates, until the
Class Principal Balance thereof has been reduced
to zero; and (7) to the holders of the Class A-7
Certificates, until the Class Principal Balance
thereof has been reduced to zero; provided,
however, that in no event shall the principal
payment on any Class on a Distribution Date be
greater than the amount necessary to reduce the
Class Principal Balance of such Class to the
amount specified in the Expected Amortization
Schedule for such Class and Distribution Date.
The principal amounts distributable with respect
to any Class of Offered Certificates will be
payable only to the extent of payments of
principal made on the related Class of Underlying
Notes. See "Description of the Certificates--
Distributions of Principal" herein and
"Description of the Notes--Interest and
Principal" in the Prospectus.
Optional Redemption......... The Note Issuer may redeem the Underlying Notes
relating to the Offered Certificates, and
accordingly cause the Trust to redeem the Offered
Certificates, on any Payment Date if the
outstanding principal balance of the Underlying
Notes (after giving effect to payments that would
otherwise be made on such date) has been reduced
to less than five percent of the initial
principal balance of the Underlying Notes. See
"Description of the Certificates--Optional
Redemption" herein.
Mandatory Redemption........ The Seller may be required to repurchase the
Transition Property under certain circumstances
as described under "Description of the Transition
Property--Seller Representations and Warranties
and Repurchase Obligation" in the Prospectus,
which repurchase will require the Trust to redeem
the Offered Certificates.
Collection Account and
Subaccounts................. Upon issuance of the initial Series of Notes, the
Note Issuer will establish the Collection
Account, which will be held by the Note Trustee
for the benefit of the Noteholders. The
Collection Account will consist of four
subaccounts: a general subaccount (the "General
Subaccount"), a reserve subaccount (the "Reserve
Subaccount"), a subaccount for the
Overcollateralization Amount (the
"Overcollateralization Subaccount") and a capital
subaccount (the "Capital Subaccount"). Unless the
context indicates otherwise, references herein to
the Collection Account include each of the
subaccounts contained therein. Withdrawals from
and deposits to these subaccounts will be made as
described under "Description of the Notes--
Allocations; Payments" in the Prospectus.
Credit Enhancement.......... The Offered Certificates will benefit from the
following forms of credit enhancement:
Overcollateralization. The Financing Order
provides that the Note Issuer, as the owner of
the Transition Property, is entitled to collect
an additional amount (for the Underlying Notes,
the "Overcollateralization Amount"), which is
intended to enhance the likelihood that payments
on the Underlying Notes will be made in
accordance with the Expected Amortization
Schedule. The Overcollateralization Amount for
the Underlying Notes will be
S-9
<PAGE>
$12,315,000, which is 0.50 percent of the initial
principal amount of the Underlying Notes. The FTA
Charges will be set and adjusted at a rate that
is intended to recover the Overcollateralization
Amount ratably over the life of the Offered
Certificates according to the schedule set forth
under "Description of the Notes--
Overcollateralization Amount" herein. The
Overcollateralization Amount for all Series of
Certificates will be held in the
Overcollateralization Subaccount, as described
further under "Description of the Notes--
Overcollateralization Amount" in the Prospectus,
and will be available to pay any periodic
shortfalls in amounts available for scheduled
payments on the Notes. The amount required to be
on deposit in the Overcollateralization
Subaccount as of any Payment Date, as specified
in the schedule set forth in this Prospectus
Supplement, is referred to herein as the
"Required Overcollateralization Level."
Capital Subaccount. Prior to or upon the issuance
of the Underlying Notes, the Seller will make a
capital contribution of $12,315,000 to the Note
Issuer. Such amount is equal to 0.50 percent of
the initial principal amount of the Underlying
Notes. Such amount, less $100,000 in the
aggregate for all Series of Notes, is the
Required Capital Level with respect to the
Underlying Notes and will be deposited into the
Capital Subaccount. Withdrawals from and deposits
to the Capital Subaccount will be made as
described under "Description of the Notes--
Allocations; Payments" in the Prospectus.
Reserve Subaccount. FTA Collections available
with respect to any Payment Date in excess of
amounts payable as (a) fees and expenses of the
Note Issuer and the Trust, (b) payments of
principal of and interest on the Underlying
Notes, (c) allocations to the
Overcollateralization Subaccount and (d)
allocations to the Capital Subaccount (all as
described under "Description of the Notes--
Allocations; Payments" in the Prospectus), will
be allocated to the Reserve Subaccount. On each
Payment Date, the Note Trustee will draw on
amounts in the Reserve Subaccount, to the extent
amounts available in the General Subaccount are
insufficient to make scheduled payments on the
Underlying Notes or to make required allocations
to the Overcollateralization Subaccount or the
Capital Subaccount.
Collections; Allocations; On each Distribution Date, amounts on deposit in
Distributions............... the Collection Account will be applied in the
manner described under "Description of the
Notes--Allocations; Payments" in the Prospectus.
Servicing Compensation...... The Servicer will be entitled to receive a fee on
each Payment Date with respect to the Offered
Certificates in an amount equal to (a) one-fourth
of 0.25 percent of the outstanding principal
balance of the Underlying Notes (before giving
effect to payments on such date) for so long as
FTA Charges are included as a line item on bills
otherwise sent to Customers and (b) one-fourth of
1.50 percent of the outstanding principal balance
of the Underlying Notes (before giving effect to
payments on such date) if FTA Charges are not
S-10
<PAGE>
included as a line item on bills otherwise sent
to Customers but, instead, are billed separately
to Customers (the "Servicing Fee"). The Servicing
Fee will be paid prior to the distribution of any
amounts in respect of interest on and principal
of the Underlying Notes. The Servicer will be
entitled to retain as additional compensation net
investment income on FTA Payments received by the
Servicer prior to remittance thereof to the
Collection Account, and the portion of late fees,
if any, paid by Customers relating to the FTA
Payments. See "Servicing--Servicing Compensation"
herein and in the Prospectus.
No Servicer Advances........ The Servicer will not make any advances of
interest or principal on the Underlying Notes or
the Offered Certificates.
Maturity, Weighted Average
Life and Yield
Considerations.............. The actual Distribution Dates on which principal
is distributed on each Class of Certificates will
be affected by, among other things, the amount
and timing of receipt of FTA Collections and
amounts available in the Overcollateralization
Subaccount, Capital Subaccount and Reserve
Subaccount. Since each FTA Charge will consist of
a charge per kilowatt hour of usage by the
applicable class of Customers in the Territory,
the aggregate amount and timing of FTA
Collections (and the resulting amount and timing
of principal amortization on the Offered
Certificates) will depend, in part, on actual
usage of electricity by Customers and the rate of
delinquencies and write-offs. Although the amount
of the FTA Charges will be adjusted from time to
time based in part on the actual rate of FTA
Collections, no assurances can be given that the
Servicer will be able to forecast accurately
actual Customer electricity usage and the rate of
delinquencies and write-offs and implement
adjustments to the FTA Charges that will cause
FTA Payments to be made at any particular rate.
See "Risk Factors--Unusual Nature of the
Transition Property--Reliance on FTA Adjustments"
in the Prospectus.
If FTA Collections are received at a slower rate
than expected, distributions on Certificates may
be made later than expected, and Offered
Certificates may be retired later than expected.
Because principal will only be distributed at a
rate not faster than that contemplated in the
Expected Amortization Schedule, except in the
event of an early redemption or the acceleration
of the maturity of the Certificates after an
Event of Default, the Certificates are not
expected to be retired earlier than scheduled.
If the Note Issuer exercises its option to redeem
all of the outstanding Underlying Notes on any
Payment Date commencing on the Payment Date on
which the outstanding principal balance of the
Underlying Notes (after giving effect to payments
that would otherwise be made on such date) has
been reduced to less than five percent of the
initial principal balance of the Underlying
Notes, the Certificate Trustee will be required
to redeem the Offered Certificates. Such
redemption may adversely affect the yield to
maturity of the Offered Certificates. See
"Certain Distribution,
S-11
<PAGE>
Weighted Average Life and Yield Considerations"
and "Description of the Transition Property--
Adjustments to the FTA Charges" in the
Prospectus.
Denominations............... Each Class of Offered Certificates will be issued
in minimum initial denominations of $1,000 and in
integral multiples thereof.
Registration of the
Certificates................ The Offered Certificates will initially be
represented by one or more certificates
registered in the name of Cede & Co. ("Cede")
("Book-Entry Certificates"), the nominee of The
Depository Trust Company ("DTC"), and available
only in the form of book-entries on the records
of DTC, its Participants and its Indirect
Participants. Holders may also hold such
Certificates through CEDEL or the Euroclear
System in Europe. For a more complete discussion
of the Book-Entry Certificates, see "Risk
Factors--Nature of the Certificates" and
"Description of the Certificates--Book-Entry
Registration" in the Prospectus.
Ratings..................... It is a condition of issuance of the Offered
Certificates that the Offered Certificates be
rated "AAA" by Standard and Poor's, a division of
The McGraw-Hill Companies, Inc., "Aaa" by Moody's
Investors Service, Inc., "AAA" by Fitch Investors
Service, L.P. and "AAA" by Duff & Phelps Credit
Rating Co. (each of such rating agencies, a
"Rating Agency"). Each Class of Underlying Notes
will receive the same rating from each Rating
Agency as the corresponding Class of Offered
Certificates.
A security rating is not a recommendation to buy,
sell or hold securities and may be subject to
revision or withdrawal at any time. No person is
obligated to maintain any rating on any Offered
Certificate and, accordingly, there can be no
assurance that the ratings assigned to any Class
of Offered Certificates upon initial issuance
thereof will not be revised or withdrawn by a
Rating Agency at any time thereafter. If a rating
of any Class of Offered Certificates is revised
or withdrawn, the liquidity of such Class of
Offered Certificates may be adversely affected.
In general, the ratings address credit risk and
do not represent any assessment of the rate of
principal payments on the Offered Certificates.
See "Risk Factors--Nature of the Certificates--
Uncertain Distribution Amounts and Weighted
Average Life" in the Prospectus, "Certain
Distribution, Weighted Average Life and Yield
Considerations" herein and in the Prospectus and
"Ratings" herein and in the Prospectus.
Tax Status of the
Certificates................ The Offered Certificates will be treated as
representing ownership of an interest in the
related Underlying Notes for federal income tax
purposes. Interest and original issue discount,
if any, on the Offered Certificates generally
will be included in gross income for federal
income tax purposes. See "Certain Federal Income
Tax Consequences" herein and in the Prospectus.
Interest and original issue discount, if any, on
the Offered Certificates will be exempt from
California personal income tax, but
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<PAGE>
not exempt from the California franchise tax
applicable to banks and corporations. See "State
Taxation" herein and in the Prospectus.
ERISA Considerations........ Subject to the considerations described in "ERISA
Considerations" herein and in the Prospectus, the
Offered Certificates are eligible for purchase
with "plan assets" of any Plan (as defined below)
("Plan Assets"). A fiduciary or other person
contemplating purchasing the Offered Certificates
on behalf of or with Plan Assets of any employee
benefit plan or other plan or arrangement
(including but not limited to an insurance
company general account) that is subject to Title
I of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended
(the "Code") (collectively, "Plans"), should
carefully review with its legal advisors whether
the purchase or holding of the Offered
Certificates could give rise to a transaction
prohibited or not otherwise permissible under
ERISA or Section 4975 of the Code.
S-13
<PAGE>
RECENT DEVELOPMENTS
VOTER INITIATIVE
As described in the Prospectus under "Risk Factors--Unusual Nature of the
Transition Property--Possible State Amendment or Repeal of the Statute and
Related Litigation," certain California groups have previously announced their
intention to qualify a ballot initiative intended to eliminate the ability of
California's investor-owned utilities to recover stranded costs, including the
cost of nuclear plants, and intended to prohibit the collection of FTA
Charges. On November 24, 1997, proponents, including The Utility Reform
Network ("TURN"), a California consumer advocacy group, and Harvey Rosenfield
(the proponent of a successful voter initiative relating to automobile
insurance), submitted to the California State Attorney General a proposed
ballot initiative (the "TURN Initiative"), which is the first step in
qualifying the TURN Initiative for an election. In order to qualify an
initiative for an election, a petition must be signed by electors constituting
five percent of votes cast at the last gubernatorial election. See "Risk
Factors--Unusual Nature of the Transition Property--Possible State Amendment
or Repeal of the Statute and Related Litigation" in the Prospectus.
One of the stated purposes of the TURN Initiative is to "prohibit taxes,
surcharges, bond payments or any other assessment from being added to
electricity bills to pay off utility companies' past bad investments in
nuclear power plants and other generation-related assets." The TURN
Initiative, among other things, would prohibit the collection of FTA Charges
by a utility for the payment of rate reduction bonds (such as the
Certificates), or if such a prohibition were found to be unenforceable by a
court of competent jurisdiction, require the utility to offset any such FTA
Charge by crediting back to the customer the amount of such charge (presumably
from distribution or other charges due to the utility). In addition, the TURN
Initiative states that "any underwriter or bond purchaser who purchases rate
reduction bonds after November 15, 1997, issued pursuant to [provisions of the
Statute] shall be deemed to have notice of the [TURN Initiative]." The TURN
Initiative also would require a 20 percent reduction in electricity rates
charged to residential and small commercial customers.
Any adverse impact upon the Certificateholders resulting from the
circulation, qualification or adoption of the TURN Initiative (or any similar
initiative) will not result in a breach of the Seller's representations and
warranties under the Sale Agreement and thus will not require the Seller to
repurchase the Transition Property (and, hence, discharge the Certificates) as
described in the Prospectus under "Risk Factors--Unusual Nature of the
Transition Property--Limited Rights and Remedies."
As described in the Prospectus under "Risk Factors--Unusual Nature of the
Transition Property--Possible State Amendment or Repeal of the Statute and
Related Litigation," in the opinion of Brown & Wood LLP, under applicable
United States and State of California constitutional principles relating to
the impairment of contracts, the State of California could not repeal or amend
the Statute (by way of either legislative process or California voter
initiative) if such repeal or amendment would substantially impair the rights
of the Certificateholders, absent a demonstration by the State of California
of a "great public calamity" that justifies a contractual impairment. In the
further opinion of Brown & Wood LLP, knowledge of the pendency of a proposed
voter initiative by prospective Certificateholders should not diminish the
protection afforded by the contracts clause of the United States Constitution
(and, by analogy, the Constitution of the State of California). The opinions
of Brown & Wood LLP are based upon analogous case law; none of such cases
addresses these particular circumstances directly. The opinions of Brown &
Wood LLP do not constitute a guarantee of the outcome of any particular
litigation.
There can be no assurance that the proposed TURN Initiative (or a similar
initiative) will not be qualified and ultimately approved by the electorate.
In such event, costly and time-consuming litigation may ensue. Any such
litigation may adversely affect the secondary market of the Certificates,
including the price and liquidity of the Certificates, and the dates of
maturity thereof, and accordingly the weighted average lives thereof.
Moreover, given the lack of judicial precedent directly on point and the
novelty of the security for the Certificates, the outcome of such litigation
cannot be predicted with certainty and, accordingly, Certificateholders could
incur a loss on their investment.
S-14
<PAGE>
LEGAL CHALLENGES
As described in the Prospectus under "Risk Factors--Unusual Nature of the
Transition Property--Legal Challenges," if the relevant provisions of the PU
Code, the Financing Order or the applicable Advice Letter were determined to
be unlawful, invalid or unenforceable in whole or in part, or if the
resolutions of the Infrastructure Bank were determined to be invalid, as a
result of the proceeding discussed below or otherwise, any such determination
could adversely affect the validity of the Certificates or the ability of the
Note Issuer to make timely payments on the Notes, and in either case, the
Certificateholders could suffer a loss.
As described in the Prospectus under "Risk Factors--Unusual Nature of the
Transition Property--Legal Challenges," on October 6, 1997, TURN filed an
application for rehearing with the CPUC seeking rehearing of the Financing
Order. The CPUC denied the application for rehearing on October 22, 1997. On
November 24, 1997, TURN, Public Media Center, Consumers Union and Harvey
Rosenfield filed a petition for writ of review of the Financing Order with the
California Supreme Court. In connection with their petition for writ of
review, TURN and the other petitioners requested that the California Supreme
Court issue an interim writ or order suspending implementation of the
Financing Order until such time as the Court resolves the petition for writ of
review. On November 25, 1997, Edison, Pacific Gas and Electric Company and San
Diego Gas & Electric Company jointly filed an opposition to the request for an
interim writ or order suspending implementation of the Financing Order. As of
December 4, 1997, the utilities had not yet filed an opposition to the
petition for writ of review. On December 4, 1997, the California Supreme Court
denied both the request for an interim writ or order and the petition for writ
of review.
Despite such denial by the California Supreme Court, it is possible that
TURN and the other petitioners may submit a request for rehearing with the
California Supreme Court. As of December 4, 1997, no such request has been
filed. A decision by the California Supreme Court to reverse its denial and to
hear such a case in and of itself could adversely affect the secondary market
of the Certificates, including an adverse effect on the liquidity and market
value of the Certificates. If a request for rehearing were filed and granted
and the relevant provisions of the Financing Order, the PU Code or the
applicable Advice Letter were determined to be unlawful, invalid or
unenforceable under existing law, such determination could result in a breach
of a representation and warranty requiring the Seller, under certain
circumstances, to repurchase the Transition Property as described under
"Description of the Transition Property--Seller Representations and Warranties
and Repurchase Obligation" in the Prospectus. No assurances are given that
Edison, as Seller, would be able to repurchase the Transition Property. See
"Risk Factors--Unusual Nature of the Transition Property--Legal Challenges" in
the Prospectus.
S-15
<PAGE>
DESCRIPTION OF THE CERTIFICATES
The California Infrastructure and Economic Development Bank Special Purpose
Trust SCE-1 Rate Reduction Certificates, Series 1997-1 (the "Offered
Certificates"), together with the Certificates of other Series issued by the
Trust (collectively, the "Certificates"), will be issued by the Trust pursuant
to the Trust Agreement and the Series 1997-1 Supplement thereto. Pursuant to
the Trust Agreement, the Infrastructure Bank and the Certificate Trustee may
execute further series supplements in order to issue additional Series of
Certificates. This summary should be read together with the material under the
heading "Description of the Certificates" in the Prospectus.
GENERAL
The Offered Certificates will be issued on the Series Issuance Date and will
consist of seven Classes in the initial principal amounts, bearing the
Certificate Interest Rates and having the Scheduled Final Distribution Dates
and Termination Dates described under "Prospectus Supplement Summary--Summary
of Offered Certificates" herein.
DISTRIBUTIONS OF INTEREST
Interest on each Class of the Offered Certificates will accrue from the
Series Issuance Date at the rates set forth on the cover page (each, a
"Certificate Interest Rate"), in each case distributable quarterly on March
25, June 25, September 25 and December 26 (or, if any such date is not a
Certificate Business Day, the next succeeding Certificate Business Day) of
each year (each, a "Distribution Date"), commencing March 25, 1998.
On each Distribution Date, the Certificate Trustee will distribute pro rata
to the Certificateholders of each Class as of the close of business on the
related Record Date interest to the extent paid on such date with respect to
the Class of Underlying Notes with the same alphanumeric designation, as
described below under "Description of the Notes--Interest."
DISTRIBUTIONS OF PRINCIPAL
On each Distribution Date, the Certificate Trustee will distribute to the
Certificateholders of each Class as of the close of business on the related
Record Date principal to the extent paid on such date with respect to the
Class of Underlying Notes with the same alphanumeric designation, as described
below under "Description of the Notes--Principal."
The entire unpaid principal amount of the Offered Certificates will be due
and distributable on the date on which a Certificate Event of Default has
occurred and is continuing, if the Certificate Trustee or holders of a
majority in principal amount of the Offered Certificates of all Series then
outstanding have declared the Certificates to be immediately due and payable.
See "Description of the Certificates--Events of Default" in the Prospectus.
OPTIONAL REDEMPTION
The Trust shall be required to redeem the Offered Certificates if the Note
Issuer elects to redeem the Underlying Notes, which the Note Issuer may elect
to do on any Payment Date commencing with the Payment Date on which the
outstanding principal balance of the Underlying Notes (after giving effect to
payments that would otherwise be made on such date) has been reduced to less
than five percent of the initial principal balance of the Underlying Notes.
Such Payment Date will correspond to the Distribution Date on which the
outstanding principal balance of the Offered Certificates has been reduced to
less than five percent of the Original Certificate Principal Balance. Notice
of such redemption will be given by the Trust to each holder of Certificates
to be redeemed by first-class mail, postage prepaid, mailed not less than five
days nor more than 25 days prior to the date of redemption.
S-16
<PAGE>
MANDATORY REDEMPTION
If the Seller is required to repurchase the Transition Property as described
under "Description of the Transition Property--Seller Representations and
Warranties and Repurchase Obligation" in the Prospectus, the Note Issuer will
be required to redeem the Underlying Notes on the fifth Certificate Business
Day following the date of such repurchase, and accordingly the Trust will be
required to redeem the Offered Certificates on such date. See "Description of
the Certificates--Redemption" in the Prospectus.
DESCRIPTION OF THE NOTES
GENERAL
The SCE Funding LLC Notes, Series 1997-1 (the "Underlying Notes"), will be
issued by the Note Issuer to the Trust on December 11, 1997 (the "Series
Issuance Date"), pursuant to the Note Indenture and the Series 1997-1
Supplement thereto. Pursuant to the Note Indenture, the Note Issuer and the
Note Trustee may execute further series supplements in order to issue
additional Series of Notes. This summary should be read together with the
material under the heading "Description of the Notes" in the Prospectus.
The Underlying Notes, together with the Notes of other Series issued by the
Note Issuer (collectively, the "Notes"), will be issued pursuant to the Note
Indenture. The Underlying Notes will be comprised of the following seven
Classes:
<TABLE>
<CAPTION>
INITIAL NOTE
PRINCIPAL SCHEDULED MATURITY FINAL MATURITY INTEREST
CLASS AMOUNT DATE DATE RATE
- ----- ------------ ------------------ ------------------ --------
<S> <C> <C> <C> <C>
A-1 $246,300,000 December 26, 1998 December 26, 2000 5.98%
A-2 $307,251,868 March 25, 2000 March 25, 2002 6.14%
A-3 $247,840,798 March 25, 2001 March 25, 2003 6.17%
A-4 $246,030,125 March 25, 2002 March 25, 2004 6.22%
A-5 $360,644,658 September 25, 2003 September 25, 2005 6.28%
A-6 $739,988,148 September 25, 2006 September 25, 2008 6.38%
A-7 $314,944,403 December 26, 2007 December 26, 2009 6.42%
</TABLE>
SECURITY
To secure the payment of principal of and interest on the Notes, the Note
Issuer has granted to the Note Trustee, for the benefit of the holders of the
Notes (the "Noteholders"), a security interest in all of the Note Issuer's
right, title and interest in and to the Note Collateral. The Note Collateral
is described more specifically under "Description of the Notes--Security" in
the Prospectus.
INTEREST
Interest on each Class of the Underlying Notes will accrue from the Series
Issuance Date at the rates indicated above (each, a "Note Interest Rate"), in
each case payable quarterly on March 25, June 25, September 25 and December 26
(or, if any such date is not a Certificate Business Day, the next succeeding
Certificate Business Day) of each year (each, a "Payment Date"), commencing
March 25, 1998, to the persons in whose names the Underlying Notes are
registered at the close of business on the related Record Date.
On each Payment Date, Noteholders of each Class will be entitled to receive
any unpaid interest payable on any prior Payment Dates, together with interest
thereon at the applicable Note Interest Rate, and interest in an amount equal
to one-fourth of the product of (a) the applicable Note Interest Rate and (b)
the applicable Class Principal Balance as of the close of business on the
preceding Payment Date after giving effect to all payments of principal made
to the Noteholders on such preceding Payment Date; provided, however, that
with respect to the initial Payment Date, interest on each outstanding Class
Principal Balance will accrue from and including the Series
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<PAGE>
Issuance Date to but excluding such first Payment Date. Interest will be
calculated on the basis of a 360-day year of twelve 30-day months. See
"Description of the Notes--Interest and Principal" in the Prospectus.
PRINCIPAL
Unless a Note Event of Default has occurred and is continuing and the
Certificate Trustee has declared the unpaid principal amount of all Series of
Notes and accrued interest thereon to be due and payable, on each Payment
Date, each Class of the Underlying Notes will be entitled to receive payments
of principal as follows:
(1) to the holders of the Class A-1 Notes, until the Class Principal
Balance thereof has been reduced to zero;
(2) to the holders of the Class A-2 Notes, until the Class Principal
Balance thereof has been reduced to zero;
(3) to the holders of the Class A-3 Notes, until the Class Principal
Balance thereof has been reduced to zero;
(4) to the holders of the Class A-4 Notes, until the Class Principal
Balance thereof has been reduced to zero;
(5) to the holders of the Class A-5 Notes, until the Class Principal
Balance thereof has been reduced to zero;
(6) to the holders of the Class A-6 Notes, until the Class Principal
Balance thereof has been reduced to zero; and
(7) to the holders of the Class A-7 Notes, until the Class Principal
Balance thereof has been reduced to zero;
provided, however that in no event shall the principal payment on any Class on
a Payment Date be greater than the amount necessary to reduce the Class
Principal Balance of such Class to the amount specified in the Expected
Amortization Schedule for such Class and Payment Date.
Principal will be payable at the Corporate Trust Office of the Note Trustee
in The City of New York, or at the office or agency of the Note Trustee
maintained for such purposes in the Borough of Manhattan, The City of New
York.
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<PAGE>
The following Expected Amortization Schedule sets forth the scheduled
outstanding Class Principal Balance for each Class of the Underlying Notes at
each Payment Date (after giving effect to the payments made on such date) from
the Series Issuance Date to the Scheduled Maturity Date for such Class. In
preparing the following table, it has been assumed, among other things, that
(i) the Offered Certificates are issued on December 11, 1997 (ii) payments on
the Offered Certificates are made on each Distribution Date, commencing
March 25, 1998, (iii) the Servicing Fee equals one-fourth of 0.25 percent of
the outstanding principal amount of the Underlying Notes, (iv) there are no
net earnings on amounts on deposit in the Collection Account, (v) Operating
Expenses, Quarterly Administration Fees (which Quarterly Administration Fee
for the Offered Certificates will be $25,000) and amounts owed to the Note
Trustee, the Delaware Trustee and the Certificate Trustee are in the aggregate
$60,000 per quarter, and all such amounts are payable in arrears and (vi) all
FTA Collections are deposited in the Collection Account in accordance with the
Seller's forecasts.
EXPECTED AMORTIZATION SCHEDULE
<TABLE>
<CAPTION>
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 1997-1
- ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Series Issuance
Date........... $246,300,000 $307,251,868 $247,840,798 $246,030,125 $360,644,658 $739,988,148 $314,944,403 $2,463,000,000
Mar. 1998....... 233,946,234 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,450,646,234
June 1998....... 168,997,335 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,385,697,335
Sept. 1998...... 90,521,184 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,307,221,184
Dec. 1998....... 0 307,251,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,216,700,000
Mar. 1999....... 0 236,721,177 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,146,169,309
June 1999....... 0 187,492,228 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,096,940,360
Sept. 1999...... 0 128,971,996 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 2,038,420,128
Dec. 1999....... 0 60,951,868 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 1,970,400,000
Mar. 2000....... 0 0 247,840,798 246,030,125 360,644,658 739,988,148 314,944,403 1,909,448,132
June 2000....... 0 0 195,613,979 246,030,125 360,644,658 739,988,148 314,944,403 1,857,221,313
Sept. 2000...... 0 0 133,803,734 246,030,125 360,644,658 739,988,148 314,944,403 1,795,411,068
Dec. 2000....... 0 0 62,492,666 246,030,125 360,644,658 739,988,148 314,944,403 1,724,100,000
Mar. 2001....... 0 0 0 246,030,125 360,644,658 739,988,148 314,944,403 1,661,607,334
June 2001....... 0 0 0 193,862,722 360,644,658 739,988,148 314,944,403 1,609,439,931
Sept. 2001...... 0 0 0 132,583,324 360,644,658 739,988,148 314,944,403 1,548,160,533
Dec. 2001....... 0 0 0 62,222,791 360,644,658 739,988,148 314,944,403 1,477,800,000
Mar. 2002....... 0 0 0 0 360,644,658 739,988,148 314,944,403 1,415,577,209
June 2002....... 0 0 0 0 308,049,532 739,988,148 314,944,403 1,362,982,083
Sept. 2002...... 0 0 0 0 246,682,598 739,988,148 314,944,403 1,301,615,149
Dec. 2002....... 0 0 0 0 176,567,449 739,988,148 314,944,403 1,231,500,000
Mar. 2003....... 0 0 0 0 114,327,016 739,988,148 314,944,403 1,169,259,567
June 2003....... 0 0 0 0 61,360,183 739,988,148 314,944,403 1,116,292,734
Sept. 2003...... 0 0 0 0 0 739,988,148 314,944,403 1,054,932,551
Dec. 2003....... 0 0 0 0 0 670,255,597 314,944,403 985,200,000
Mar. 2004....... 0 0 0 0 0 608,060,054 314,944,403 923,004,457
June 2004....... 0 0 0 0 0 554,713,399 314,944,403 869,657,802
Sept. 2004...... 0 0 0 0 0 493,339,630 314,944,403 808,284,033
Dec. 2004....... 0 0 0 0 0 423,955,597 314,944,403 738,900,000
Mar. 2005....... 0 0 0 0 0 361,783,962 314,944,403 676,728,365
June 2005....... 0 0 0 0 0 308,048,831 314,944,403 622,993,234
Sept. 2005...... 0 0 0 0 0 246,667,779 314,944,403 561,612,182
Dec. 2005....... 0 0 0 0 0 177,655,597 314,944,403 492,600,000
Mar. 2006....... 0 0 0 0 0 115,517,428 314,944,403 430,461,831
June 2006....... 0 0 0 0 0 61,391,525 314,944,403 376,335,928
Sept. 2006...... 0 0 0 0 0 0 314,944,403 314,944,403
Dec. 2006....... 0 0 0 0 0 0 246,300,000 246,300,000
Mar. 2007....... 0 0 0 0 0 0 184,194,745 184,194,745
June 2007....... 0 0 0 0 0 0 129,682,197 129,682,197
Sept. 2007...... 0 0 0 0 0 0 68,280,823 68,280,823
Dec. 2007....... 0 0 0 0 0 0 0 0
</TABLE>
S-19
<PAGE>
There can be no assurance that the Class Principal Balances of the
Underlying Notes and the related Offered Certificates will be reduced at the
rates indicated in the foregoing table, and the actual reductions in such
Class Principal Balances may be slower than those indicated in the chart. See
"Risk Factors" in the Prospectus for a discussion of various factors which
may, individually or in the aggregate, affect the rate of reductions of the
Class Principal Balances of the Underlying Notes and the Offered Certificates.
The entire unpaid principal amount of the Underlying Notes will be due and
payable on the date on which a Note Event of Default has occurred and is
continuing, if the Note Trustee or holders of a majority in principal amount
of the Notes of all Series then outstanding have declared the Underlying Notes
to be immediately due and payable. See "Description of the Notes--Note Events
of Default; Rights Upon Note Event of Default" in the Prospectus.
OPTIONAL REDEMPTION
The Note Issuer may redeem, at its option, the Underlying Notes, and
accordingly cause the Trust to redeem the Offered Certificates, on any Payment
Date commencing with the Payment Date on which the outstanding principal
balance of the Underlying Notes (after giving effect to payments that would
otherwise be made on such date) has been reduced to less than five percent of
the initial principal balance of the Underlying Notes. Notice of such
redemption will be given by the Note Issuer to each holder of Underlying Notes
by first-class mail, postage prepaid, mailed not less than five days nor more
than 25 days prior to the date of redemption.
MANDATORY REDEMPTION
If the Seller is required to repurchase the Transition Property as described
under "Description of the Transition Property--Seller Representations and
Warranties and Repurchase Obligation" in the Prospectus, the Note Issuer will
be required to redeem the Underlying Notes on the fifth Certificate Business
Day following the date of such repurchase. See "Description of the Notes--
Mandatory Redemption" in the Prospectus.
S-20
<PAGE>
OVERCOLLATERALIZATION AMOUNT
The Financing Order provides that the Note Issuer, as the owner of the
Transition Property, is entitled to collect an additional amount (for the
Underlying Notes, the "Overcollateralization Amount") which is intended to
enhance the likelihood that payments on the Underlying Notes will be made in
accordance with the Expected Amortization Schedule. The Overcollateralization
Amount for the Underlying Notes will be $12,315,000, which is 0.50 percent of
the initial principal amount of the Underlying Notes. The
Overcollateralization Amount is scheduled to be collected ratably over the
life of the Offered Certificates in equal increments of $307,875 and will be
deposited on each Payment Date in the Overcollateralization Subaccount. The
Required Overcollateralization Level on each Payment Date is as follows:
REQUIRED OVERCOLLATERALIZATION LEVEL SCHEDULE
<TABLE>
<CAPTION>
REQUIRED
PAYMENT DATE OVERCOLLATERALIZATION LEVEL
- ------------ ---------------------------
<S> <C>
Mar. 1998 $ 307,875
June 1998 $ 615,750
Sept. 1998 $ 923,625
Dec. 1998 $1,231,500
Mar. 1999 $1,539,375
June 1999 $1,847,250
Sept. 1999 $2,155,125
Dec. 1999 $2,463,000
Mar. 2000 $2,770,875
June 2000 $3,078,750
Sept. 2000 $3,386,625
Dec. 2000 $3,694,500
Mar. 2001 $4,002,375
June 2001 $4,310,250
Sept. 2001 $4,618,125
Dec. 2001 $4,926,000
Mar. 2002 $5,233,875
June 2002 $5,541,750
Sept. 2002 $5,849,625
Dec. 2002 $6,157,500
</TABLE>
<TABLE>
<CAPTION>
REQUIRED
PAYMENT DATE OVERCOLLATERALIZATION LEVEL
- ------------ ---------------------------
<S> <C>
Mar. 2003 $ 6,465,375
June 2003 $ 6,773,250
Sept. 2003 $ 7,081,125
Dec. 2003 $ 7,389,000
Mar. 2004 $ 7,696,875
June 2004 $ 8,004,750
Sept. 2004 $ 8,312,625
Dec. 2004 $ 8,620,500
Mar. 2005 $ 8,928,375
June 2005 $ 9,236,250
Sept. 2005 $ 9,544,125
Dec. 2005 $ 9,852,000
Mar. 2006 $10,159,875
June 2006 $10,467,750
Sept. 2006 $10,775,625
Dec. 2006 $11,083,500
Mar. 2007 $11,391,375
June 2007 $11,669,250
Sept. 2007 $12,007,125
Dec. 2007 $12,315,000
</TABLE>
OTHER CREDIT ENHANCEMENT
Capital Subaccount. Prior to or upon the issuance of the Underlying Notes,
the Seller will make a capital contribution of $12,315,000 to the Note Issuer.
Such amount is equal to 0.50 percent of the initial principal amount of the
Underlying Notes. Such amount, less $100,000 in the aggregate for all Series
of Notes, is the Required Capital Level with respect to the Underlying Notes
and will be deposited into the Capital Subaccount. Withdrawals from and
deposits to the Capital Subaccount will be made as described under
"Description of the Notes--Allocations; Payments" in the Prospectus.
Reserve Subaccount. FTA Collections available with respect to any Payment
Date in excess of amounts payable as (a) expenses of the Note Issuer and the
Trust, (b) payments of principal of and interest on the Underlying Notes, (c)
allocations to the Overcollateralization Subaccount and (d) allocations to the
Capital Subaccount (all as described under "Description of the Notes--
Allocations; Payments" in the Prospectus) will be allocated to the Reserve
Subaccount. On each Payment Date, the Note Trustee will draw on amounts in the
Reserve Subaccount, to the extent amounts available in the General Subaccount
are insufficient to make scheduled payments on the Underlying Notes or to make
required allocations to the Overcollateralization Subaccount or the Capital
Subaccount.
S-21
<PAGE>
ALLOCATIONS; PAYMENTS
On each Payment Date, the Note Trustee will at the direction of the Servicer
apply all amounts on deposit in the Collection Account with respect to the
prior three-month period in the manner described under "Description of the
Notes--Allocations; Payments" in the Prospectus.
The Certificate Trustee will then apply amounts paid by the Note Trustee on
the related Payment Date with respect to each Class of the Underlying Notes
first to pay interest on the related Class of Certificates and then to pay
principal on the related Class of Certificates on a pro rata basis as
described above under "--Principal."
DESCRIPTION OF THE TRANSITION PROPERTY
FINANCING ORDER AND ADVICE LETTERS
The Financing Order requires the Seller to submit an Issuance Advice Letter
to the CPUC with respect to each Series of Certificates issued. The first
Issuance Advice Letter, which is to be filed in connection with the Offered
Certificates, establishes the FTA Charges pursuant to which nonbypassable
charges will be payable by the applicable classes of Customers in an amount
sufficient to recover, within the time period specified in the Issuance Advice
Letter, the FTA Charges designated in the Issuance Advice Letter based on
factors including, but not limited to, the projected electricity usage of each
such class of Customers and the rate of delinquencies and write-offs. These
charges are nonbypassable in that applicable consumers cannot avoid paying
them by purchasing electricity from a supplier other than the Seller.
Subsequent Issuance Advice Letters will modify the FTA Charges to support the
issuance of additional Series of Certificates.
The Issuance Advice Letter filed in connection with the Offered Certificates
establishes the following initial FTA Charges which will be billed to
Customers beginning on the Series Issuance Date and will remain in effect
until such FTA Charges are adjusted as described below:
<TABLE>
<CAPTION>
CLASS OF
CUSTOMERS FTA CHARGE PER KILOWATT HOUR
--------- ----------------------------
<S> <C>
RESIDENTIAL 1.723c
SMALL
COMMERCIAL 1.822c
</TABLE>
As of the date hereof, the FTA Charge for an average Residential Customer
will amount to approximately $9.03 per month, and the FTA Charge for an
average Small Commercial Customer will amount to approximately $15.54 per
month. The average monthly electricity bill (excluding local taxes) during
1996 was $64.98 for a Residential Customer and $114.15 for a Small Commercial
Customer.
ADJUSTMENTS TO THE FTA CHARGES
The Servicer is required to seek annual adjustments to the FTA Charges from
time to time as described under "Description of the Transition Property--
Adjustments to the FTA Charges" in the Prospectus. No quarterly adjustments to
the FTA Charges will be required.
S-22
<PAGE>
CERTAIN DISTRIBUTION, WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS
The rate of principal distributions on each Class of Offered Certificates,
the aggregate amount of each interest distribution on each Class of Offered
Certificates and the actual maturity date of each Class of Offered
Certificates will be related to the rate and timing of FTA Collections.
Accelerated receipts of FTA Collections will not result in principal
distributions on the Offered Certificates earlier than the Scheduled Final
Distribution Dates since receipts in excess of the amounts necessary to
amortize the Offered Certificates in accordance with the applicable Expected
Amortization Schedule will be deposited in the Reserve Subaccount for
distribution in accordance with such schedule. However, delayed receipts of
FTA Collections may result in principal distributions on the Offered
Certificates that occur later than the related Scheduled Final Distribution
Dates.
The actual distributions on each Distribution Date for each Class of Offered
Certificates and the weighted average life thereof will be affected primarily
by the rate of FTA Collections and the timing of receipt of such FTA
Collections, as well as amounts available in the Overcollateralization
Subaccount, Capital Subaccount and Reserve Subaccount. Since each FTA Charge
will consist of a charge per kilowatt hour of usage by the applicable classes
of Customers, the aggregate amount of FTA Collections and the rate of
principal amortization on the Offered Certificates will depend, in part, on
actual energy usage by Customers and the rate of delinquencies and write-offs.
Although the amounts of the FTA Charges will be adjusted from time to time
based in part on the actual rate of FTA Collections, no assurances are given
that the Servicer will be able to forecast accurately actual electricity usage
and the rate of delinquencies and write-offs or implement adjustments to the
FTA Charges that will cause FTA Collections to be received at any particular
rate. If FTA Collections are received at a slower rate than expected, an
Offered Certificate may be retired later than expected. Because principal will
only be distributed at a rate not faster than that contemplated in the
Expected Amortization Schedule, except in the event of an early redemption or
the acceleration of the maturity of the Offered Certificates after an Event of
Default, the Offered Certificates are not expected to mature earlier than
scheduled. A distribution on a date that is earlier than forecasted will
result in a shorter weighted average life, and a distribution on a date that
is later than forecasted will result in a longer weighted average life. In
addition, if a larger portion of the delayed distributions on the Offered
Certificates are received in later years, this will result in a longer
weighted average life of the Offered Certificates.
No assurances are given that the representations made herein and in the
Prospectus as to the particular factors that will affect the rate of FTA
Collections, the relative importance of such factors, the percentage of the
principal balance of the Offered Certificates that will be distributed as of
any date or the overall rate of FTA Collections will be realized.
In addition, the Note Issuer has the option to redeem all of the outstanding
Underlying Notes on any Payment Date commencing on the Payment Date on which
the outstanding principal balance of the Underlying Notes (after giving effect
to payments that would otherwise be made on such date) has been reduced to
less than five percent of the initial principal balance of the Underlying
Notes. Redemption of the Underlying Notes will require the Certificate Trustee
to redeem the Offered Certificates. Redemption will cause such Offered
Certificates to be retired earlier than would otherwise be expected and may
adversely affect the yield to maturity of the Offered Certificates. There can
be no assurance as to whether the Note Issuer will exercise the option to
redeem the Underlying Notes, or as to whether Certificateholders will be able
to receive an equally attractive rate of return upon reinvestment of the
proceeds resulting from any such redemption.
S-23
<PAGE>
THE SELLER AND SERVICER
The following is information which supplements that provided under the
heading "The Seller and Servicer" in the Prospectus. For a more complete
discussion of the Seller and Servicer, see "The Seller and Servicer" in the
Prospectus.
Southern California Edison Company reported net income of $233.3 million on
revenues of $2.4 billion for the quarter ended September 30, 1997, as compared
with net income of $255.6 million on revenues of $2.3 billion for the quarter
ended September 30, 1996. Southern California Edison Company reported net
income of $655.4 million on revenues of $7.6 billion for the year ended
December 31, 1996, as compared with net income of $679.7 million on revenues
of $7.9 billion for the year ended December 31, 1995.
SERVICING
GENERAL
The Servicer, as agent for the Note Issuer, will manage, service and
administer, and make collections in respect of, the Transition Property
pursuant to the Servicing Agreement between the Servicer and the Note Issuer.
For a detailed discussion of the Servicer's procedures, the manner in which
payments from Customers are remitted to the Collection Account, and related
matters, see "Servicing" in the Prospectus.
NO SERVICER ADVANCES
The Servicer will not make any advances of interest or principal on the
Underlying Notes or the Offered Certificates.
SERVICING COMPENSATION
The Servicer will be entitled to receive the Servicing Fee for each calendar
quarter on each Payment Date, in an amount equal to (a) one-fourth of 0.25
percent of the outstanding principal balance of the Underlying Notes (before
giving effect to payments on such date) for so long as FTA Charges are
included as a line item on bills otherwise sent to Customers and (b) one-
fourth of 1.50 percent of the outstanding principal balance of the Underlying
Notes (before giving effect to payments on such date) if FTA Charges are not
included as a line item on bills otherwise sent to Customers but, instead, are
billed separately to Customers. The Servicing Fee (together with any portion
of the Servicing Fee that remains unpaid from prior Payment Dates) will be
paid solely to the extent funds are available therefor as described under
"Description of the Notes--Allocations; Payments" in the Prospectus. The
Servicing Fee will be paid prior to the distribution of any amounts in respect
of interest on and principal of the Underlying Notes. The Servicer will be
entitled to retain as additional compensation net investment income on FTA
Payments received by the Servicer prior to remittance thereof to the
Collection Account and the portion of late fees, if any, paid by Customers
relating to the FTA Payments.
AGGREGATORS AND ALTERNATIVE ENERGY SUPPLIERS
As part of the deregulation of the California electric industry described
elsewhere herein, there will be an unbundling of generation, transmission,
distribution and billing services. A decision of the CPUC allows alternative
energy service providers ("ESPs") to provide a consolidated bill to their
retail customers covering amounts owed to the ESP for electricity, amounts
owed to the utilities for distribution and other charges, including the
applicable FTA Charges.
Any ESP that provides consolidated billing is required to pay the utility
amounts billed by the utility to the ESP, including the FTA Charges,
regardless of the ESP's ability to collect such amounts from its customers. In
such event, the collecting ESP will, in effect, replace the Customer as the
obligor with respect to such FTA Charges, and the Servicer, on behalf of the
Note Issuer, will have no right to collect such FTA Charges from the
S-24
<PAGE>
Customer. There can be no assurance that each ESP will utilize the same
customer credit standards as the Servicer, or that the Servicer will be able
to mitigate credit risks relating to ESPs in the same manner in which it
mitigates such risks relating to its Customers. The Servicer, on behalf of the
Note Issuer, will pursue any ESP that fails to remit applicable FTA Charges in
a manner similar to that in which the Servicer will pursue any failure by a
Customer to remit FTA Charges. The Servicer will not have the right to pursue
Customers of an ESP that defaults in the payment of FTA Charges. However, the
Servicer will have the right to bill and collect FTA Charges and other amounts
payable to the Servicer directly from all of the ESP's consolidated billing
Customers following certain payment defaults by an ESP. An ESP that has
defaulted will nevertheless have the right to reinstate consolidated billing
six months after its default upon the satisfaction of certain conditions.
Frequent changes in Customer billing and payment arrangements may result in
Customer confusion and the misdirection of payments, which could have the
effect of causing delays in distributions to Certificateholders. Neither the
Seller nor the Servicer will pay any shortfalls resulting from the failure of
any ESPs to forward FTA Payments to the Servicer. The true-up adjustment
mechanism for the FTA Charges, as well as amounts available in the
Overcollateralization Subaccount, the Capital Subaccount and the Reserve
Subaccount, are intended to mitigate this risk relating to the timing of
collections and payments. However, delays in distributions to Offered
Certificateholders might occur as a result of delays in implementation of the
adjustment mechanism. See "Risk Factors--Potential Servicing Issues--Reliance
on Aggregators and Other Suppliers" in the Prospectus.
STATEMENTS BY SERVICER
For each Remittance Date and each Distribution Date, the Servicer will
provide the statements and reports described under "Servicing--Statements by
Servicer" in the Prospectus.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Interest on the Offered Certificates will be included in gross income for
federal income tax purposes.
GENERAL
The following is a general discussion of material federal income tax
consequences relating to the purchase, ownership and disposition of an Offered
Certificate, and is based on the opinion of Brown & Wood LLP, counsel to the
Trust ("Special Counsel"). This discussion represents the opinion of Special
Counsel, subject to the qualifications set forth therein or herein. This
discussion is based on current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), currently applicable Treasury regulations and
judicial and administrative rulings and decisions. Legislative, judicial or
administrative changes may be forthcoming that could alter or modify the
statements and conclusions set forth herein. Any such changes or
interpretations may or may not be retroactive and could affect tax
consequences to Certificateholders.
The discussion does not address all of the tax consequences relevant to a
particular Certificateholder in light of that Certificateholder's
circumstances, and some Certificateholders may be subject to special tax rules
and limitations not discussed below (e.g., life insurance companies, tax-
exempt organizations, financial institutions or broker-dealers). CONSEQUENTLY,
EACH PROSPECTIVE CERTIFICATEHOLDER IS URGED TO CONSULT ITS OWN TAX ADVISOR IN
DETERMINING THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND ANY OTHER TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF AN OFFERED
CERTIFICATE.
For purposes of this discussion, "U.S. Person" means (i) a citizen or
resident of the United States; (ii) a corporation (or entity treated as a
corporation for tax purposes) created or organized in the United States, or
under the laws of the United States or of any state thereof (including the
District of Columbia); (iii) a partnership (or entity treated as a partnership
for tax purposes) organized in the United States, or under the laws of the
United States or of any state thereof (including the District of Columbia),
unless provided otherwise by future Treasury regulations; (iv) an estate the
income of which is includible in gross income for U.S. federal income tax
purposes
S-25
<PAGE>
regardless of its source; or (v) a trust if a court within the United States
is able to exercise primary supervision over the administration of the trust
and one or more United States persons has the authority to control all
substantial decisions of the trust. Notwithstanding the last clause of the
preceding sentence, to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996, and treated as U.S. Persons prior to
such date, may elect to continue to be U.S. Persons. The term "U.S.
Certificateholder" means any U.S. Person and any other person to the extent
that income attributable to its interest in an Offered Certificate is
effectively connected with that person's conduct of a U.S. trade or business.
The term "non-U.S. Certificateholder" means any person other than a U.S.
Certificateholder.
The discussion assumes that an Offered Certificate is issued in registered
form. Moreover, the discussion assumes that any original issue discount
("OID") on the Underlying Notes (i.e., any excess of the stated redemption
price at maturity of the Underlying Note over its issue price) is less than a
de minimis amount (i.e., 0.25 percent of its stated redemption price at
maturity multiplied by the Underlying Note's weighted average maturity), all
within the meaning of the OID regulations.
TREATMENT OF THE OFFERED CERTIFICATES
The Seller has received a ruling from the Internal Revenue Service ("IRS")
holding that the Underlying Notes are obligations of the Seller for federal
income tax purposes. Special Counsel has opined that the Trust will not be a
business entity classified as a corporation or a publicly traded partnership
treated as a corporation, but will be treated as a grantor trust. Further,
Special Counsel has opined that each Class of Offered Certificates will
evidence ownership of a fractional undivided beneficial interest in the
related Class of Underlying Notes.
TAXATION OF U.S. CERTIFICATEHOLDERS
General. Assuming, in accordance with Special Counsel's opinion, that the
Offered Certificates represent ownership of the Underlying Notes for federal
income tax purposes, stated interest on a beneficial interest in such Offered
Certificates will be taxable as ordinary income when received or accrued by
U.S. Certificateholders in accordance with their method of accounting.
Generally, interest received on the Offered Certificates will constitute
"investment income" for purposes of certain limitations of the Code concerning
the deductibility of investment interest expense.
Market Discount. A U.S. Certificateholder who purchases (including a
purchase at original issuance for a price less than the issue price) an
interest in an Offered Certificate at a discount that exceeds any unamortized
OID may be subject to the "market discount" rules of sections 1276 through
1278 of the Code. These rules generally provide that, subject to a
statutorily-defined de minimis exception, if a U.S. Certificateholder acquires
an Offered Certificate at a market discount (i.e., at a price below its stated
redemption price at maturity or its revised issue price if it was issued with
OID) and thereafter recognizes gain upon a disposition of the Offered
Certificate (or disposes of it in certain non-recognition transactions,
including by gift), the lesser of such gain (or appreciation, in the case of
an applicable non-recognition transaction) or the portion of the market
discount that accrued while the Offered Certificate was held by such holder
will be treated as ordinary interest income at the time of the disposition. In
addition, a U.S. Certificateholder who acquired an Offered Certificate at a
market discount would be required to treat as ordinary interest income the
portion of any principal payment attributable to accrued market discount on
such Offered Certificate. Generally, market discount accrues ratably over the
life of a debt instrument unless the debt holder elects to accrue market
discount on a constant yield to maturity basis. It is not clear how either the
ratable accrual or constant yield accrual methodologies apply to instruments
such as the Offered Certificates where the timing of principal payments is
uncertain. Investors should consult their own tax advisors concerning the
accrual of market discount. The market discount rules also provide that a U.S.
Certificateholder who acquires an Offered Certificate at a market discount may
be required to defer a portion of any interest expense that otherwise may be
deductible on any indebtedness incurred or maintained to purchase or carry the
Offered Certificate until the holder disposes of the Offered Certificate in a
taxable transaction.
S-26
<PAGE>
A U.S. Certificateholder who acquired an Offered Certificate at a market
discount may elect to include market discount in income as the discount
accrues, either on a ratable basis or, if elected, on a constant yield basis.
The current inclusion election, once made, applies to all market discount
obligations acquired on or after the first day of the first taxable year to
which the election applies, and may not be revoked without the consent of the
IRS. If a holder elects to include market discount in income in accordance
with the preceding sentence, the foregoing rules with respect to the
recognition of ordinary income on sales, principal payments and certain other
dispositions of the Offered Certificates and the deferral of interest
deductions on indebtedness related to the Offered Certificates will not apply.
Amortizable Bond Premium. A U.S. Certificateholder who purchases an interest
in an Offered Certificate at a premium may elect to offset the premium against
interest income under the constant yield method over the remaining term of the
Offered Certificate in accordance with the provisions of Section 171 of the
Code. A holder that elects to amortize bond premium must reduce the tax basis
in the related Offered Certificate by the amount of bond premium used to
offset interest income. If an Offered Certificate purchased at a premium is
redeemed in full prior to its maturity, a holder who has elected to amortize
bond premium should be entitled to a deduction in the taxable year of
redemption in an amount equal to the excess, if any, of the adjusted basis of
the Offered Certificate over the greater of the redemption price or the amount
payable on maturity.
SALE OR EXCHANGE OF OFFERED CERTIFICATES
Upon a disposition of an interest in an Offered Certificate, a U.S.
Certificateholder generally will recognize gain or loss equal to the
difference between (i) the amount of cash and the fair market value of any
other property received (other than amounts attributable to, and taxable as,
accrued stated interest) and (ii) the U.S. Certificateholder's adjusted basis
in its interest in the Offered Certificate. The adjusted basis in the interest
in the Offered Certificate will equal its cost, increased by any OID or market
discount included in income with respect to the interest in the Offered
Certificate prior to its disposition and reduced by any payments reflecting
principal or OID previously received with respect to the interest in the
Offered Certificate and any amortized premium. Subject to the OID and market
discount rules, gain or loss will generally be capital gain or loss if the
interest in the Offered Certificate was held as a capital asset. Capital
losses generally may be used by a corporate taxpayer only to offset capital
gains and by an individual taxpayer only to the extent of capital gains plus
$3,000 of other income.
NON-U.S. CERTIFICATEHOLDERS
In general, a non-U.S. Certificateholder will not be subject to U.S. federal
income tax on interest (including OID) on a beneficial interest in an Offered
Certificate unless (i) the non-U.S. Certificateholder is a controlled foreign
corporation that is related to the Seller through stock ownership or (ii) the
non-U.S. Certificateholder is a bank which receives interest as described in
Code Section 881(c)(3)(A). To qualify for the exemption from taxation, the
last U.S. Person in the chain of payment prior to payment to a non-U.S.
Certificateholder (the "Withholding Agent") must have received (in the year in
which a payment of interest or principal occurs or in either of the two
preceding years) a statement that (i) is signed by the non-U.S.
Certificateholder under penalty of perjury, (ii) certifies that the non-U.S.
Certificateholder is not a U.S. Person and (iii) provides the name and address
of the non-U.S. Certificateholder. The statement may be made on a Form W-8 or
substantially similar substitute form, and the non-U.S. Certificateholder must
inform the Withholding Agent of any change in the information on the statement
within 30 days of the change. If an Offered Certificate is held through a
securities clearing organization or certain other financial institutions, the
organization or institution may provide a signed statement to the Withholding
Agent. However, in that case, the signed statement must be accompanied by a
Form W-8 or substitute form provided by the non-U.S. Certificateholder to the
organization or institution holding the Offered Certificate on behalf of the
non-U.S. Certificateholder. The U.S. Treasury Department is considering
implementation of further certification requirements aimed at determining
whether the issuer of a debt obligation is related to holders thereof.
S-27
<PAGE>
Generally, any gain or income realized by a non-U.S. Certificateholder upon
retirement or disposition of an interest in an Offered Certificate (other than
gain attributable to accrued interest or OID, which is addressed in the
preceding paragraph) will not be subject to U.S. federal income tax, provided
that in the case of a Certificateholder that is an individual, such
Certificateholder is not present in the United States for 183 days or more
during the taxable year in which such retirement or disposition occurs.
Certain exceptions may be applicable, and an individual non-U.S.
Certificateholder should consult a tax advisor.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Backup withholding of U.S. federal income tax at a rate of 31 percent may
apply to payments made in respect of an Offered Certificate to a registered
owner who is not an "exempt recipient" and who fails to provide certain
identifying information (such as the registered owner's taxpayer
identification number) in the manner required. Generally, individuals are not
exempt recipients whereas corporations and certain other entities are exempt
recipients. Payments made in respect of a U.S. Certificateholder must be
reported to the IRS, unless the U.S. Certificateholder is an exempt recipient
or otherwise establishes an exemption.
In the case of payments of principal of and interest on (and the amount of
OID, if any, accrued on) Offered Certificates to non-U.S. Certificateholders,
temporary Treasury regulations provide that backup withholding and information
reporting will not apply to payments with respect to which either requisite
certification has been received or an exemption has otherwise been established
(provided that neither the Certificate Trustee nor a paying agent has actual
knowledge that the holder is a U.S. Person or that the conditions of any other
exemption are not in fact satisfied). Payments of the proceeds of the sale of
an Offered Certificate to or through a foreign office of a broker that is a
U.S. Person, a controlled foreign corporation for United States federal income
tax purposes or a foreign person 50 percent or more of whose gross income is
effectively connected with the conduct of a trade or business within the
United States for a specified three-year period are currently subject to
certain information reporting requirements, unless the payee is an exempt
recipient or such broker has evidence in its records that the payee is not a
U.S. Person and no actual knowledge that such evidence is false and certain
other conditions are met. Temporary Treasury regulations indicate that such
payments are not currently subject to backup withholding. Under current
Treasury regulations, payments of the proceeds of a sale to or through the
United States office of a broker will be subject to information reporting and
backup withholding unless the payee certifies under penalty of perjury as to
his or her status as a non-U.S. Person and certain other qualifications (and
no agent of the broker who is responsible for receiving or reviewing such
statement has actual knowledge that it is incorrect) and provides his or her
name and address or the payee otherwise establishes an exemption.
Any amounts withheld under the backup withholding rules from a payment to a
Certificateholder would be allowed as a refund or a credit against such
Certificateholder's U.S. federal income tax, provided that the required
information is furnished to the IRS.
The Treasury Department recently promulgated final regulations regarding the
withholding and information reporting rules discussed above. In general, the
final regulations do not significantly alter the substantive withholding and
information reporting requirements but rather unify current certification
procedures and forms and clarify reliance standards. In addition, the final
regulations permit the shifting of primary responsibility for withholding to
certain financial intermediaries acting on behalf of beneficial owners. The
final regulations are generally effective for payments made after December 31,
1998, subject to certain transition rules. Certificateholders should consult
their own tax advisors with respect to the impact, if any, of the final
regulations.
S-28
<PAGE>
STATE TAXATION
CALIFORNIA TAXATION
In the opinion of Special Counsel, interest and OID on the Offered
Certificates will be exempt from California personal income tax, but not
exempt from the California franchise tax applicable to banks and corporations.
Gain or loss, if any, resulting from an exchange or redemption of Offered
Certificates will be recognized in the year of the exchange or redemption.
Present California law taxes both long-term and short-term capital gains at
the rates applicable to ordinary income. Interest on indebtedness incurred or
continued by a Certificateholder in connection with the purchase of Offered
Certificates will not be deductible for California personal income tax
purposes.
OTHER STATES
The discussion above does not address the taxation of the Trust or the tax
consequences of the purchase, ownership or disposition of an interest in the
Offered Certificates under any state or local tax law other than that of the
State of California. Each investor should consult its own tax advisor
regarding state and local tax consequences.
ERISA CONSIDERATIONS
GENERAL
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and/or Section 4975 of the Code impose certain requirements on employee
benefit plans and certain other plans and arrangements, including individual
retirement accounts and annuities, Keogh plans and certain collective
investment funds or insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that are subject to the
fiduciary responsibility and prohibited transaction provisions of ERISA and/or
Section 4975 of the Code (collectively, "Plans"), and on persons who are
fiduciaries with respect to Plans, in connection with the investment of assets
that are treated as "plan assets" of any Plan for purposes of applying Title I
of ERISA and Section 4975 of the Code ("Plan Assets"). ERISA imposes on Plan
fiduciaries certain general fiduciary requirements, including those of
investment prudence and diversification and the requirement that a Plan's
investments be made in accordance with the documents governing the Plan.
Generally, any person who has discretionary authority or control respecting
the management or disposition of Plan Assets, and any person who provides
investment advice with respect to Plan Assets for a fee or other
consideration, is a fiduciary with respect to such Plan Assets.
Subject to the considerations described below, the Offered Certificates are
eligible for purchase with Plan Assets of any Plan.
ERISA and Section 4975 of the Code prohibit a broad range of transactions
involving Plan Assets and persons who have certain specified relationships to
a Plan or its Plan Assets ("parties in interest" under ERISA and "disqualified
persons" under the Code (collectively, "Parties in Interest")), unless a
statutory or administrative exemption is available. Parties in Interest and
Plan fiduciaries that participate in a prohibited transaction may be subject
to penalties imposed under ERISA and/or excise taxes imposed pursuant to
Section 4975 of the Code, unless a statutory or administrative exemption is
available. These prohibited transaction rules generally are set forth in
Section 406 of ERISA and Section 4975 of the Code.
Any fiduciary or other Plan investor considering whether to purchase the
Offered Certificates of any Class on behalf of or with Plan Assets of any Plan
should determine whether such purchase is consistent with its fiduciary duties
and whether such purchase would constitute or result in a non-exempt
prohibited transaction under ERISA and/or Section 4975 of the Code because any
of Edison, the Certificate Trustee, the Underwriters or their respective
affiliates may be deemed to be benefiting from the issuance of the Offered
Certificates and is a Party in Interest with respect to the investing Plan. In
particular, the Offered Certificates may not be purchased with Plan Assets of
any Plan if any of Edison, the Certificate Trustee, the Underwriters or their
respective
S-29
<PAGE>
affiliates (a) has investment or administrative discretion with respect to the
Plan Assets used to effect such purchase; (b) has authority or responsibility
to give, or regularly gives, investment advice with respect to such Plan
Assets, for a fee and pursuant to an agreement or understanding that such
advice (1) will serve as a primary basis for investment decisions with respect
to such Plan Assets, and (2) will be based on the particular investment needs
of such Plan; or (c) unless exemptive relief is available under DOL Prohibited
Transaction Exemption 95-60, 91-38 or 90-1 (as described below), is an
employer maintaining or contributing to such Plan. Each purchaser of the
Offered Certificates will be deemed to have represented and warranted that its
purchase of the Offered Certificates or any interest therein does not violate
the foregoing limitations.
PLAN ASSET REGULATION
Because the Offered Certificates are likely to be treated as "equity
interests" in the Trust under a regulation (the "Plan Asset Regulation")
issued by the U.S. Department of Labor (the "DOL"), which provides that
beneficial interests in a trust are equity interests, purchasing the Offered
Certificates with Plan Assets may cause the assets of the Trust to be deemed
Plan Assets of the investing Plan which, in turn, would subject the Trust and
its assets to the fiduciary responsibility provisions of ERISA and the
prohibited transaction provisions of ERISA and Section 4975 of the Code. A
violation of the prohibited transaction rules could occur if the Offered
Certificates are purchased with Plan Assets of any Plan and any of Edison, the
Certificate Trustee, the Underwriters or their respective affiliates is a
Party in Interest with respect to such Plan, unless a statutory or
administrative exemption is available or an exception applies under the Plan
Asset Regulation. However, the possibility that prohibited transactions may
occur by reason of the operation of the Trust is substantially less than in
other pass-through trusts because each Class of Offered Certificates
represents an interest in the corresponding Class of Underlying Notes and only
minimal administrative activity is expected to occur at the Trust level.
Before purchasing any Class of Offered Certificates of this Series, a
fiduciary or other Plan investor should consider whether a prohibited
transaction might arise by reason of any such relationship between the
investing Plan and any of Edison, the Certificate Trustee, the Underwriters or
their respective affiliates and consult its legal advisors regarding the
purchase in light of the considerations described herein and in the
Prospectus. The DOL has issued five class exemptions that may afford exemptive
relief for otherwise prohibited transactions arising from the purchase or
holding of the Offered Certificates, i.e., DOL Prohibited Transaction
Exemptions 96-23 (Class Exemption for Plan Asset Transactions Determined by
In-House Investment Managers), 95-60 (Class Exemption for Certain Transactions
Involving Insurance Company General Accounts), 91-38 (Class Exemption for
Certain Transactions Involving Bank Collective Investment Funds), 90-1 (Class
Exemption for Certain Transactions Involving Insurance Company Pooled Separate
Accounts) or 84-14 (Class Exemption for Plan Asset Transactions Determined by
Independent Qualified Professional Asset Managers). A purchaser of the Offered
Certificates should be aware, however, that even if the conditions specified
in one or more of the above exemptions are met, the scope of the relief
provided by the exemption might not cover all acts which might be construed as
prohibited transactions.
CONCLUSION
In light of the foregoing, fiduciaries or other Plan investors considering
whether to purchase the Offered Certificates with Plan Assets of any Plan
should consult their own legal advisors regarding whether the Trust assets
would be considered Plan Assets of Plan investors, the consequences that would
apply if the Trust's assets were considered Plan Assets, and the availability
of exemptive relief from the prohibited transaction rules or an exception
under the Plan Asset Regulation. Fiduciaries and other Plan investors should
also consider the fiduciary standards under ERISA or other applicable law in
the context of the Plan's particular circumstances before authorizing an
investment of Plan Assets in the Offered Certificates. Among other factors,
such persons should consider whether the investment (a) satisfies the
diversification requirement of ERISA or other applicable law, (b) is in
accordance with the Plan's governing instruments, and (c) is prudent in light
of the "Risk Factors" and other factors discussed herein and in the
Prospectus.
For further information see "ERISA Considerations" in the Prospectus.
S-30
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Trust has agreed to sell to each of the Underwriters named below (the
"Underwriters"), and each of the Underwriters, for whom Salomon Brothers Inc
and Lehman Brothers Inc. are acting as representatives, has severally agreed
to purchase, the respective principal amounts of the Offered Certificates set
forth opposite its name below.
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS A-3 CLASS A-4 CLASS A-5 CLASS A-6 CLASS A-7
NAME CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES SERIES 1997-1
- ---- ------------ ------------ ------------ ------------ ------------ ------------ ------------ --------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Salomon Brothers
Inc................ $135,465,000 $168,988,527 $136,312,438 $135,316,570 $198,354,562 $406,993,480 $173,219,423 $1,354,650,000
Lehman Brothers
Inc. .............. 61,575,000 76,812,967 61,960,200 61,507,531 90,161,165 184,997,036 78,736,101 615,750,000
Chase Securities
Inc. .............. 12,315,000 15,362,593 12,392,040 12,301,506 18,032,233 36,999,408 15,747,220 123,150,000
Goldman, Sachs &
Co. ............... 12,315,000 15,362,593 12,392,040 12,301,506 18,032,233 36,999,408 15,747,220 123,150,000
PaineWebber
Incorporated....... 12,315,000 15,362,593 12,392,040 12,301,506 18,032,233 36,999,408 15,747,220 123,150,000
Artemis Capital
Group, Inc. ....... 4,105,000 5,120,865 4,130,680 4,100,502 6,010,744 12,333,136 5,249,073 41,050,000
Blaylock & Partners,
L.P. .............. 4,105,000 5,120,865 4,130,680 4,100,502 6,010,744 12,333,136 5,249,073 41,050,000
Utendahl Capital
Partners, L.P. .... 4,105,000 5,120,865 4,130,680 4,100,502 6,010,744 12,333,136 5,249,073 41,050,000
------------ ------------ ------------ ------------ ------------ ------------ ------------ --------------
Total........... $246,300,000 $307,251,868 $247,840,798 $246,030,125 $360,644,658 $739,988,148 $314,944,403 $2,463,000,000
============ ============ ============ ============ ============ ============ ============ ==============
</TABLE>
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and to pay for all of the Offered
Certificates offered hereby, if any are taken.
The Underwriters propose to offer the Offered Certificates in part directly
to retail purchasers at the initial public offering price set forth on the
cover page of this Prospectus Supplement, and in part to certain securities
dealers at such price less a concession not in excess of 0.14740 percent of
the principal amount of the Class A-1 Certificates, 0.21000 percent of the
principal amount of the Class A-2 Certificates, 0.24000 percent of the
principal amount of the Class A-3 Certificates, 0.27000 percent of the
principal amount of the Class A-4 Certificates, 0.30000 percent of the
principal amount of the Class A-5 Certificates, 0.33000 percent of the
principal amount of the Class A-6 Certificates and 0.39000 percent of the
principal amount of the Class A-7 Certificates. The Underwriters may allow and
such dealers may reallow a concession to certain brokers and dealers not in
excess of 0.07370 percent of the principal amount of the Class A-1
Certificates, 0.10500 percent of the principal amount of the Class A-2
Certificates, 0.12000 percent of the principal amount of the Class A-3
Certificates, 0.13500 percent of the principal amount of the Class A-4
Certificates, 0.15000 percent of the principal amount of the Class A-5
Certificates, 0.16500 percent of the principal amount of the Class A-6
Certificates and 0.19500 percent of the principal amount of the Class A-7
Certificates. After the Offered Certificates are released for sale to the
public, the offering price and other selling terms may from time to time be
varied by the Underwriters.
The Offered Certificates are a new issue of securities with no established
trading market. The Offered Certificates will not be listed on any securities
exchange. The Trust has been advised by the Underwriters that they intend to
make a market in the Offered Certificates but are not obligated to do so and
may discontinue market making at any time without notice. No assurance can be
given as to the liquidity of the trading market for the Offered Certificates.
The Underwriters may engage in overallotment transactions, stabilizing
transactions, syndicate covering transactions and penalty bids with respect to
the Offered Certificates in accordance with Regulation M under the Exchange
Act. Overallotment transactions involve syndicate sales in excess of the
offering size, which creates a syndicate short position. Stabilizing
transactions permit bids to purchase the Offered Certificates so long as the
stabilizing bids do not exceed a specified maximum. Syndicate covering
transactions involve purchases of the Offered Certificates in the open market
after the distribution has been completed in order to cover syndicate short
positions. Penalty bids permit the Underwriters to reclaim a selling
concession from a syndicate member when the Offered Certificates originally
sold by such syndicate member are purchased in a syndicate covering
transaction. Such overallotment transactions, stabilizing transactions,
syndicate covering transactions and penalty bids may cause the prices of the
Offered Certificates to be higher than they would otherwise be in the absence
of such transactions. Neither the Seller, the Note Issuer, the Trust, the
Infrastructure Bank, the California State Treasurer's Office nor any of the
Underwriters represent that the Underwriters will engage in any such
transactions or that such transactions, once commenced, will not be
discontinued without notice at any time.
S-31
<PAGE>
Under the terms of the Underwriting Agreement, the Note Issuer has agreed to
reimburse the Underwriters for certain expenses.
The Note Issuer and the Seller have agreed to indemnify the several
Underwriters against certain liabilities, including liabilities under the
Securities Act.
RATINGS
It is a condition of issuance of the Offered Certificates that the Offered
Certificates be rated "AAA by Standard and Poor's, a division of The McGraw-
Hill Companies, Inc., "Aaa" by Moody's Investors Service, Inc., "AAA" by Fitch
Investors Service, L.P. and "AAA" by Duff & Phelps Credit Rating Co. (each of
such rating agencies, a "Rating Agency"). Each Class of Underlying Notes will
receive the same ratings from each Rating Agency as the corresponding Class of
Offered Certificates.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
Rating Agency. No person is obligated to maintain the rating on any Offered
Certificate, and, accordingly, there can be no assurance that the ratings
assigned to any Class of Offered Certificates upon initial issuance will not
be revised or withdrawn by a Rating Agency at any time thereafter. If a rating
of any Class of Offered Certificates is revised or withdrawn, the liquidity of
such Class of Offered Certificates may be adversely affected. In general,
ratings address credit risk and do not represent any assessment of the rate of
principal payments.
LEGAL MATTERS
Certain legal matters relating to the Underlying Notes will be passed upon
by Latham & Watkins, Los Angeles, California, counsel to the Seller and the
Note Issuer. Certain legal matters relating to the Offered Certificates and
certain federal and California income tax consequences of the issuance of the
Offered Certificates will be passed upon by Brown & Wood LLP, San Francisco,
California, counsel to the Trust. Certain legal matters relating to the
Offered Certificates will be passed upon by Richards, Layton & Finger, P.A.,
Wilmington, Delaware, Delaware counsel to the Trust, and by Cravath, Swaine &
Moore, New York, New York, counsel to the Underwriters.
S-32
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS
Set forth below is a list of the defined terms used in this Prospectus
Supplement and defined herein and the pages on which the definitions of such
terms may be found herein. Certain defined terms used in this Prospectus
Supplement are defined in the Prospectus. See "Index of Principal Definitions"
in the Prospectus.
<TABLE>
<CAPTION>
PAGE
--------------
<S> <C>
Book-Entry Certificates.......................................... S-12
Capital Subaccount............................................... S-9
Cede............................................................. S-12
Certificate Interest Rate........................................ S-16
Certificate Trustee.............................................. S-6
Certificateholders............................................... S-3
Certificates..................................................... S-16
Class............................................................ S-5, S-6
Class Principal Balance.......................................... S-5
Code............................................................. S-13, S-25
Commission....................................................... S-3
Delaware Trustee................................................. S-6
Distribution Date................................................ S-2, S-7, S-16
DOL.............................................................. S-30
DTC.............................................................. S-3, S-12
Edison........................................................... S-6
ERISA............................................................ S-13, S-29
ESPs............................................................. S-24
Exchange Act..................................................... S-3
General Subaccount............................................... S-9
Infrastructure Bank.............................................. S-6
IRS.............................................................. S-26
Non-U.S. Certificateholder....................................... S-26
Note Interest Rate............................................... S-17
Note Issuer...................................................... S-2, S-6
Note Trustee..................................................... S-6
Noteholders...................................................... S-17
Notes............................................................ S-2, S-17
Offered Certificates............................................. S-2, S-4, S-16
OID.............................................................. S-26
Original Certificate Principal Balance........................... S-5
Overcollateralization Amount..................................... S-9, S-21
Overcollateralization Subaccount................................. S-9
Parties in Interest.............................................. S-29
Payment Date..................................................... S-7, S-17
Plans............................................................ S-13, S-29
Plan Assets...................................................... S-13, S-29
Plan Asset Regulation............................................ S-30
Prospectus....................................................... S-2
Rating Agency.................................................... S-12
Record Date...................................................... S-7
Required Overcollateralization Level............................. S-10
Reserve Subaccount............................................... S-9
Seller........................................................... S-6
Series Issuance Date............................................. S-4, S-17
Servicer......................................................... S-6
</TABLE>
S-33
<PAGE>
<TABLE>
<CAPTION>
INDEX OF PRINCIPAL DEFINITIONS--(CONTINUED)
PAGE
--------------
<S> <C>
Servicing Fee.................................................... S-11
Special Counsel.................................................. S-25
Trust............................................................ S-2, S-6
U.S. Certificateholder........................................... S-26
U.S. Person...................................................... S-25
Underlying Notes................................................. S-2, S-6, S-17
Underwriters..................................................... S-31
Withholding Agent................................................ S-27
</TABLE>
S-34
<PAGE>
PROSPECTUS
CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK
SPECIAL PURPOSE TRUST SCE-1
RATE REDUCTION CERTIFICATES
ISSUABLE IN SERIES
---------------
SCE FUNDING LLC
(ISSUER OF THE NOTES)
---------------
SOUTHERN CALIFORNIA EDISON COMPANY
(SELLER AND SERVICER)
THE CERTIFICATES DO NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE STATE
OF CALIFORNIA, THE INFRASTRUCTURE BANK, ANY OTHER GOVERNMENTAL AGENCY OR
INSTRUMENTALITY OR THE SELLER OR ANY OF ITS AFFILIATES. NONE OF THE
CERTIFICATES, THE NOTES OR THE UNDERLYING TRANSITION PROPERTY WILL BE
GUARANTEED OR INSURED BY THE STATE OF CALIFORNIA, THE INFRASTRUCTURE BANK, THE
TRUST OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY THE SELLER OR
ITS AFFILIATES.
The California Infrastructure and Economic Development Bank Special Purpose
Trust SCE-1 Rate Reduction Certificates (the "Certificates") offered hereby in
an aggregate principal amount of up to $3,000,000,000 may be sold from time to
time in series (each, a "Series"), each of which may be comprised of one or
more classes (each, a "Class"), as described in the related Prospectus
Supplement. Each Series of Certificates will be issued by the California
Infrastructure and Economic Development Bank Special Purpose Trust SCE-1 (the
"Trust") established by the California Infrastructure and Economic Development
Bank (the "Infrastructure Bank").
The assets of the Trust will consist solely of the SCE Funding LLC Notes
(the "Notes") issued by SCE Funding LLC, a Delaware special purpose limited
liability company (the "Note Issuer"), and the proceeds thereof. The sole
member of the Note Issuer is Southern California Edison Company, a California
corporation ("Edison"). The Notes will be secured primarily by the Transition
Property, as described under "Prospectus Summary--Transition Property" and
"Description of the Transition Property" herein. The Notes will also be
secured by each Transition Property Purchase and Sale Agreement between Edison
and the Note Issuer, the Transition Property Servicing Agreement between
Edison and the Note Issuer, the Collection Account and all amounts or
investment property on deposit therein or credited thereto from time to time,
all other property of whatever kind (other than certain cash amounts described
herein) owned from time to time by the Note Issuer, if any, all present and
future claims, demands, causes and choses in action in respect of any or all
of the foregoing and all payments on or under and all proceeds in respect of
any or all of the foregoing.
Edison will sell Transition Property (in such capacity, the "Seller") to the
Note Issuer pursuant to a Transition Property Purchase and Sale Agreement
between the Seller and the Note Issuer. See "Description of the Transition
Property--Sale and Assignment of Transition Property" herein. The Seller will
also service the Transition Property (in its capacity as servicer, the
"Servicer") pursuant to the Transition Property Servicing Agreement between
the Servicer and the Note Issuer. See "Servicing" herein.
(Continued on following page)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
PROSPECTIVE INVESTORS SHOULD CONSIDER, AMONG OTHER THINGS, THE INFORMATION
SET FORTH UNDER THE CAPTION "RISK FACTORS," WHICH BEGINS ON PAGE 26 HEREIN.
THE TRANSITION PROPERTY OWNED BY THE NOTE ISSUER AND CERTAIN OTHER ASSETS
OF THE NOTE ISSUER WILL BE THE SOLE SOURCE OF PAYMENTS ON THE NOTES.
PAYMENTS ON THE NOTES RECEIVED BY THE TRUST AND PAYMENTS ON ANY
RELATED SWAP AGREEMENT ARE THE SOLE SOURCE OF DISTRIBUTIONS ON THE
CERTIFICATES. NONE OF THE STATE OF CALIFORNIA, THE
INFRASTRUCTURE BANK, THE TRUST OR ANY OTHER GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR ANY OF THE SELLER OR ITS
AFFILIATES WILL HAVE ANY OBLIGATIONS IN RESPECT OF THE
CERTIFICATES, THE NOTES OR THE TRANSITION PROPERTY,
EXCEPT AS EXPRESSLY SET FORTH HEREIN OR IN THE
RELATED PROSPECTUS SUPPLEMENT.
NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
CALIFORNIA OR ANY POLITICAL SUBDIVISION, AGENCY OR INSTRUMENTALITY THEREOF
IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF, OR INTEREST ON, THE
CERTIFICATES OR THE NOTES, OR TO THE PAYMENTS IN RESPECT OF THE
TRANSITION PROPERTY, NOR IS THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OR AGENCY OR INSTRUMENTALITY THEREOF IN ANY MANNER
OBLIGATED TO MAKE ANY APPROPRIATION FOR THE PAYMENT THEREOF.
THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE SALES OF SECURITIES OFFERED
HEREBY UNLESS ACCOMPANIED BY THE RELATED PROSPECTUS SUPPLEMENT.
Prospective investors should refer to the "Index of Principal Definitions"
which begins on page 92 herein for the location of the definitions of
capitalized terms that appear in this Prospectus.
December 3, 1997
<PAGE>
(Continued from previous page)
The Note Issuer will issue Notes from time to time in series to the Trust,
and the Trust will issue to investors separate Series of Certificates from
time to time upon terms determined at the time of sale and described in the
related Prospectus Supplement. Each Series of Notes (each, a "Series") may be
issuable in one or more classes (each, a "Class"). A Series may include
Classes which differ as to the interest rate, timing, sequential order and
amount of distributions of principal or interest or both or otherwise. As more
specifically described under "Description of the Notes--Allocations; Payments"
herein, the Note Issuer will use all payments made with respect to Transition
Property to pay certain expenses described herein, interest due on the Notes
and principal payable on the Notes, allocated among the Series and Classes of
Notes based on the priorities described herein and in the related Prospectus
Supplement. All principal not previously paid, if any, on any Note is due and
payable on the Final Maturity Date of such Note. Each Class of Certificates
will correspond to a Class of Notes and will represent fractional undivided
beneficial interests in such underlying Class of Notes, the proceeds thereof
and payments pursuant to any related Swap Agreement. As such, each Class of
Certificates will entitle the holders thereof to receive the payments received
by the Trust in respect of the corresponding Class of Notes. The funds
received by the Trust from the payments on each Class of Notes and from
payments pursuant to any Swap Agreement entered into with respect to such
Class will be the only source of distributions on the Certificates of the
corresponding Class. While the specific terms of any Series of Certificates
(and the Classes, if any, thereof) will be described in the related Prospectus
Supplement, the terms of such Series and any Classes thereof will not be
subject to prior review by, or consent of, the holders of the Certificates of
any previously issued Series.
Offers of the Certificates of a Series may be made through one or more
different methods, including offerings through underwriters, as described
under "Plan of Distribution" herein and "Underwriting" in the related
Prospectus Supplement. There will have been no secondary market for the
Certificates of any Series prior to the offering thereof. There can be no
assurance that a secondary market for any Series of Certificates will develop
or, if one does develop, that it will continue. It is not anticipated that any
of the Certificates will be listed on any securities exchange.
2
<PAGE>
No dealer, salesperson, or any other person has been authorized to give any
information, or to make any representations, other than those contained in
this Prospectus or the related Prospectus Supplement and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Seller, the Note Issuer, the Trust, the Infrastructure Bank
or any dealer, salesperson, or any other person. Neither the delivery of this
Prospectus or the related Prospectus Supplement nor any sale made hereunder or
thereunder shall under any circumstances create an implication that there has
been no change in the information herein or therein since the date hereof.
This Prospectus and the related Prospectus Supplement do not constitute an
offer to sell or a solicitation of an offer to buy any security in any
jurisdiction in which it is unlawful to make such offer or solicitation.
UNTIL 90 DAYS AFTER THE DATE OF EACH PROSPECTUS SUPPLEMENT, ALL DEALERS
EFFECTING TRANSACTIONS IN THE RELATED SERIES OF CERTIFICATES, WHETHER OR NOT
PARTICIPATING IN THE DISTRIBUTION THEREOF, MAY BE REQUIRED TO DELIVER THIS
PROSPECTUS AND THE RELATED PROSPECTUS SUPPLEMENT. THIS DELIVERY REQUIREMENT IS
IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT
AND PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS.
AVAILABLE INFORMATION
The Note Issuer has filed with the Securities and Exchange Commission (the
"Commission") a registration statement (as amended, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities
Act"), with respect to the Certificates and the Notes. This Prospectus, which
forms a part of the Registration Statement, and any Prospectus Supplement
describe the material terms of each document filed as an exhibit to the
Registration Statement; however, this Prospectus and any Prospectus Supplement
do not contain all of the information contained in the Registration Statement
and the exhibits thereto. Any statements contained herein concerning the
provisions of any document filed as an exhibit to the Registration Statement
or otherwise filed with the Commission are not necessarily complete, and in
each instance reference is made to the copy of such document so filed. Each
such statement is qualified in its entirety by such reference. For further
information, reference is made to the Registration Statement and the exhibits
thereto, which are available for inspection without charge at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at its regional offices located as follows:
Chicago Regional Office, Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; and New York Regional Office, 7 World Trade
Center, 13th Floor, New York, New York 10048. Copies of the Registration
Statement and exhibits thereto may be obtained at the above locations at
prescribed rates. Information filed with the Commission can also be inspected
at the Commission's site on the World Wide Web at http://www.sec.gov.
The Note Issuer will file with the Commission such periodic reports with
respect to each Series of Certificates as are required by the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules,
regulations or orders of the Commission thereunder. The Note Issuer may
discontinue filing periodic reports under the Exchange Act at the beginning of
the fiscal year following the issuance of the Certificates of any Series if
there are fewer than 300 holders of such Certificates.
REPORTS TO HOLDERS
Unless and until the Certificates are no longer issued in book-entry form,
the Servicer will provide to Cede & Co., as nominee of The Depository Trust
Company ("DTC") and registered holder of the Certificates and, upon request,
to Participants of DTC, periodic reports concerning the Certificates. See
"Description of the Certificates--Reports to Certificateholders" herein. Such
reports may be made available to the holders of interests in the Certificates
(the "Certificateholders") upon request to their Participants. Such reports
will not constitute financial statements prepared in accordance with generally
accepted accounting principles. The financial information provided to
Certificateholders will not be examined and reported upon, nor will an opinion
thereon be provided, by any independent public accountant.
3
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
All reports and other documents filed by the Note Issuer pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering made hereby shall be
deemed to be incorporated by reference in this Prospectus and to be part
hereof. Any statement contained herein or in a Prospectus Supplement, or in a
document incorporated or deemed to be incorporated by reference herein or
therein shall be deemed to be modified or superseded for purposes of this
Prospectus and any Prospectus Supplement to the extent that a statement
contained herein or in any other subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus
or any Prospectus Supplement.
The Note Issuer will provide without charge to each person to whom a copy of
this Prospectus is delivered, on the written or oral request of any such
person, a copy of any of or all the documents incorporated herein by reference
(other than exhibits to such documents). Requests for such copies should be
directed to the Note Issuer at 2244 Walnut Grove Avenue, Room 180, Rosemead,
CA 91770 or by telephone at (626) 302-1850.
PROSPECTUS SUPPLEMENT
The Prospectus Supplement for a Series of Certificates will describe the
following terms of such Series and, if applicable, the Classes thereof: (a)
the designation of the Series and, if applicable, the Classes thereof, (b) the
principal amount, (c) the annual rate at which interest accrues or, if the
Trust has entered into a Swap Agreement with respect to such Series, the index
on which a variable rate of interest will be based, (d) the dates on which
distributions of interest and principal will occur, (e) the Scheduled Final
Distribution Date, (f) the Termination Date of the Series, (g) the issuance
date of the Series, (h) the place or places for the payment of principal and
interest, (i) the authorized denominations, (j) the provisions for redemption
by the Trust as a result of an optional redemption by the Note Issuer of the
underlying Notes which will, in no event, be permitted unless the outstanding
principal balance thereof is less than five percent of the initial principal
balance thereof, (k) the Expected Amortization Schedule for principal of such
Series and, if applicable, the Classes thereof, (l) the FTA Charges as of the
date of issuance of such Series of Certificates, (m) any other terms of such
Series and any Class thereof that are not inconsistent with the provisions of
the Certificates and that will not result in any Rating Agency reducing or
withdrawing its then current rating of any outstanding Series or Class of
Notes or Certificates, (n) the identity of the Certificate Trustee and the
Delaware Trustee and (o) the terms of any Swap Agreement executed solely to
permit the issuance of variable rate Certificates.
4
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
AVAILABLE INFORMATION...................................................... 3
REPORTS TO HOLDERS......................................................... 3
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................ 4
PROSPECTUS SUPPLEMENT...................................................... 4
PROSPECTUS SUMMARY......................................................... 8
RISK FACTORS............................................................... 26
Unusual Nature of the Transition Property................................ 26
Potential Servicing Issues............................................... 29
Uncertainties Related to the Electric Industry Generally................. 31
Bankruptcy and Creditors' Rights Issues.................................. 33
Nature of the Certificates............................................... 35
Additional Risks of Floating Rate Certificates........................... 37
ENERGY DEREGULATION AND NEW CALIFORNIA MARKET STRUCTURE.................... 38
DESCRIPTION OF THE TRANSITION PROPERTY..................................... 39
General.................................................................. 39
Financing Order and Advice Letters....................................... 39
Transition Property...................................................... 40
Nonbypassable FTA Charges................................................ 41
Adjustments to the FTA Charges........................................... 41
Sale and Assignment of Transition Property............................... 42
Seller Representations and Warranties and Repurchase Obligation.......... 43
CERTAIN DISTRIBUTION, WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS....... 45
THE TRUST.................................................................. 46
THE INFRASTRUCTURE BANK.................................................... 47
THE NOTE ISSUER............................................................ 47
Officers and Directors................................................... 48
THE SELLER AND SERVICER.................................................... 49
General.................................................................. 49
Edison Customer Base and Electric Energy Consumption..................... 49
Forecasting Consumption.................................................. 50
Forecast Variance........................................................ 50
Credit Policy; Billing; Collections; Restoration of Service.............. 51
Loss Experience.......................................................... 52
Aging.................................................................... 53
Delinquencies............................................................ 53
Revenue.................................................................. 54
SERVICING.................................................................. 55
Servicing Procedures..................................................... 55
Servicing Standards and Covenants........................................ 55
Remittances to Collection Account........................................ 56
No Servicer Advances..................................................... 56
Servicing Compensation................................................... 56
Aggregators and Other Suppliers.......................................... 57
Servicer Representations and Warranties.................................. 57
Statements by Servicer................................................... 58
Evidence as to Compliance................................................ 58
Certain Matters Regarding the Servicer................................... 59
Servicer Defaults........................................................ 59
Rights Upon Servicer Default............................................. 59
</TABLE>
5
<PAGE>
TABLE OF CONTENTS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
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<S> <C>
Waiver of Past Defaults.................................................. 60
Successor Servicer....................................................... 60
Amendment................................................................ 60
Termination.............................................................. 61
DESCRIPTION OF THE NOTES................................................... 62
General.................................................................. 62
Security................................................................. 62
Collection Account....................................................... 62
Interest and Principal................................................... 63
Optional Redemption...................................................... 64
Mandatory Redemption..................................................... 64
Overcollateralization Amount............................................. 64
Capital Subaccount....................................................... 65
Reserve Subaccount....................................................... 65
Allocations; Payments.................................................... 65
Actions by Noteholders................................................... 67
Note Events of Default; Rights Upon Note Event of Default................ 67
Certain Covenants of the Note Issuer..................................... 68
Reports to Noteholders................................................... 70
Annual Compliance Statement.............................................. 70
DESCRIPTION OF THE CERTIFICATES............................................ 71
General.................................................................. 71
State Pledge............................................................. 71
Payments and Distributions............................................... 71
Floating Rate Certificates............................................... 73
Voting of the Notes...................................................... 75
Events of Default........................................................ 75
Redemption............................................................... 77
Reports to Certificateholders............................................ 77
Supplemental Trust Agreements............................................ 77
List of Certificateholders............................................... 78
Registration and Transfer of the Certificates............................ 78
Book-Entry Registration.................................................. 79
Definitive Certificates.................................................. 81
Conditions of Issuance of Additional Series.............................. 82
CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................................... 83
General.................................................................. 83
Treatment of the Certificates............................................ 83
Taxation of U.S. Fixed Rate Certificateholders........................... 84
Taxation of U.S. Floating Rate Certificateholders........................ 85
Integration of the Underlying Notes and the Swap Agreement............... 86
Sale or Exchange of Fixed Rate Certificates.............................. 86
Sale or Exchange of Floating Rate Certificates........................... 86
Non-U.S. Certificateholders.............................................. 87
Information Reporting and Backup Withholding............................. 87
STATE TAXATION............................................................. 89
California Taxation...................................................... 89
Other States............................................................. 89
ERISA CONSIDERATIONS....................................................... 89
</TABLE>
6
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TABLE OF CONTENTS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
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<S> <C>
USE OF PROCEEDS............................................................ 90
PLAN OF DISTRIBUTION....................................................... 90
RATINGS.................................................................... 90
LEGAL MATTERS.............................................................. 91
INDEX OF PRINCIPAL DEFINITIONS............................................. 92
INDEX TO FINANCIAL STATEMENTS.............................................. F-1
</TABLE>
7
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PROSPECTUS SUMMARY
The following Prospectus Summary is qualified in its entirety by reference to
the detailed information appearing elsewhere in this Prospectus and by
reference to the information with respect to each Series of Certificates
contained in the related Prospectus Supplement. Capitalized terms used but not
defined in this Prospectus Summary have the meanings ascribed to such terms
elsewhere in this Prospectus. The Index of Principal Definitions which begins
on page 92 sets forth the pages on which the definitions of certain principal
terms appear.
Transaction Overview........ Assembly Bill 1890, Chapter 854, California
Statutes of 1996 (as amended, the "Statute"),
permits the California investor-owned utilities
(collectively, the "Utilities"), including
Edison, to finance the recovery of a portion of
their respective "Transition Costs" through the
issuance of the Certificates, in conjunction with
a reduction in electricity rates for Residential
Customers and Small Commercial Customers.
Transition Costs consist of the costs of
generation-related assets and obligations that
may become uneconomic as a result of a
competitive generation market, together with
certain other costs associated therewith.
The Seller will sell to the Note Issuer the
Transition Property, which represents the right
to receive payments made in respect of certain
nonbypassable charges included in the regular
utility bills of residential and small commercial
consumers located in the historical service
territory of the Seller. These charges are
nonbypassable in that applicable consumers cannot
avoid paying them if they purchase electricity
from a supplier other than the Seller. The Seller
will sell the Transition Property to the Note
Issuer in exchange for the proceeds of the Notes.
The Note Issuer will issue the Notes and sell the
Notes to the Trust in exchange for the proceeds
of the sale of the Certificates. The Trust is
being established by the Infrastructure Bank. The
Trust, whose sole assets will be the Notes and
any interest rate exchange agreement executed
solely to permit the issuance of variable rate
Certificates (a "Swap Agreement"), will issue the
Certificates, which will be sold to the
underwriters named in each Prospectus Supplement.
The Certificates of each Class represent
fractional undivided beneficial interests in the
related Class of Notes, the proceeds thereof and
payments pursuant to any related Swap Agreement.
The Notes will be secured primarily by the
Transition Property. The Notes also will be
secured by each Transition Property Purchase and
Sale Agreement between the Seller and the Note
Issuer, the Transition Property Servicing
Agreement between the Servicer and the Note
Issuer, the Collection Account and all amounts or
investment property on deposit therein or
credited thereto from time to time, all other
property of whatever kind (other than certain
cash amounts described herein) owned from time to
time by the Note Issuer, if any, all present and
future claims, demands, causes and choses in
action in respect of any or all of the foregoing
and all payments on or under and all proceeds in
respect
8
<PAGE>
of any or all of the foregoing. See "Description
of the Notes--Security" herein.
The charges represented by the Transition
Property are calculated to be sufficient over
time to amortize the Notes in accordance with the
Expected Amortization Schedule, pay all related
fees and expenses, fund the Overcollateralization
Subaccount up to the Required
Overcollateralization Level and replenish the
Capital Subaccount up to the Required Capital
Level to the extent amounts are drawn therefrom,
all as more fully described herein. These charges
will be subject to adjustment pursuant to the
true-up mechanism described under "Description of
the Transition Property--Adjustments to the FTA
Charges" herein over the term of each Series of
Certificates to enhance the likelihood of timely
recovery of such amounts, although there can be
no assurance that the true-up mechanism will
operate as intended or that principal of and
interest on any Series or Class of Certificates
will be paid as scheduled.
The following diagram represents a general
summary of the parties to the transactions
contemplated hereby, their roles and their
various relationships to the other parties.
[The omitted graphic reflects the various parties
to the transaction, their roles and their
contractual relationships to various other
parties.]
Risk Factors................ Investors should consider, among other things,
the following risks associated with an investment
in the Certificates. Such risks may adversely
affect the timing of payments to
Certificateholders or cause Certificateholders to
suffer losses on their investment in
Certificates.
9
<PAGE>
The ability of the Note Issuer to receive FTA
Payments and make payments on the Notes could be
affected adversely by: a legal challenge to the
validity or enforceability of the Statute, the
Financing Order or the Advice Letters or the
failure of the CPUC to implement timely
adjustments under the true-up mechanism described
in "Description of the Transition Property--
Adjustments to the FTA Changes" herein; any
attempted limitation or alteration of the
Statute, the Transition Property or related
matters, or amendment or repeal of the Statute,
whether by the Legislature of the State of
California, voter initiative or legal challenge;
the resignation or removal of the Servicer; the
ability of the Servicer to forecast accurately
the aggregate electricity usage of Customers and
the delinquency and write-off experience relating
to FTA Payments; problems in the implementation
of the new California electricity market system;
changes in the regulatory framework applicable to
the electricity industry; economic and
technological factors affecting electricity
consumption; the bankruptcy or insolvency of the
Seller, the Servicer or the Infrastructure Bank;
federal preemption of the Statute adversely
affecting the ability of the Note Issuer to
receive payments in respect of the FTA Charges;
any alteration by the Servicer or any successor
thereto of its billing and collection practices;
or any of the factors described below potentially
affecting the price and liquidity of the
Certificates.
The price and liquidity of the Certificates and
the dates of maturity thereof, and, accordingly,
the weighted average lives thereof, may be
affected by any delay in adjustments to the FTA
Charges, a delay or failure by the Servicer or an
alternative energy service provider (an "ESP") to
remit FTA Payments, or incorrect evaluation by
the Servicer of the creditworthiness of a
significant number of the Customers.
There is no historical performance data for an
asset type such as the Transition Property and
the Servicer does not have any experience
administering this specific type of regulatory
asset. In addition, foreclosure upon the
Transition Property may not be a realistic or
practical remedy for the Certificateholders.
The Certificates will have limited liquidity,
will be available only in book-entry form, will
not be obligations of any entity other than the
Trust, will be issuable in Series, will have
ratings which are limited in nature, will have
uncertain distributions of interest and principal
and weighted average lives, and will be subject
to optional redemption.
For a more detailed discussion of certain
material risks associated therewith, investors
should review the discussion under "Risk Factors"
which begins on page 26.
Seller and Servicer......... Southern California Edison Company, a California
corporation ("Edison"). Edison will sell the
Transition Property (in its capacity as seller,
the "Seller") to SCE Funding LLC, a Delaware
limited liability company of which the Seller is
the sole member (the "Note
10
<PAGE>
Issuer"), pursuant to a Transition Property
Purchase and Sale Agreement between the Seller
and the Note Issuer (together with any subsequent
sale agreement relating to Subsequent Transition
Property, the "Sale Agreement").
Edison will also act as the servicer of the
Transition Property (in its capacity as servicer,
the "Servicer") pursuant to a Transition Property
Servicing Agreement between the Note Issuer and
the Servicer (the "Servicing Agreement").
Edison is a public utility primarily engaged in
the business of supplying electric energy to
customers in an approximately 50,000 square-mile
area of central and southern California,
excluding the City of Los Angeles and certain
other cities.
See "The Seller and Servicer" herein.
Issuer of Certificates...... A trust entitled "California Infrastructure and
Economic Development Bank Special Purpose Trust
SCE-1" (the "Trust") to be established by the
California Infrastructure and Economic
Development Bank (the "Infrastructure Bank"). The
Trust will not be an agency or instrumentality of
the State of California. The Trust will be
governed by an Amended and Restated Declaration
and Agreement of Trust among the Infrastructure
Bank, the Delaware Trustee and the Certificate
Trustee (the "Trust Agreement"). The
Certificateholders will be the beneficiaries of
the Trust upon the issuance of the Certificates.
See "The Trust" herein.
Infrastructure Bank......... A public body established within the state
government of the State of California. Under the
Statute, the Infrastructure Bank must approve the
issuance of Certificates by the Trust. However,
the Infrastructure Bank will not guarantee,
insure or otherwise support payments or
distributions on, as applicable the Certificates,
the Notes or the Transition Property, nor will
the Infrastructure Bank have any other
obligations with respect thereto. See "The
Infrastructure Bank" herein.
Certificate Trustee......... The entity named as co-trustee under the Trust
Agreement, as set forth in each Prospectus
Supplement (the "Certificate Trustee").
Delaware Trustee............ The Delaware entity named as co-trustee under the
Trust Agreement, as set forth in each Prospectus
Supplement (the "Delaware Trustee").
The Certificates............ The California Infrastructure and Economic
Development Bank Special Purpose Trust SCE-1 Rate
Reduction Certificates (the "Certificates"),
issuable in Series. The Certificates will be
issuable under the Trust Agreement.
The Certificates may be issued in one or more
series (each, a "Series"), and the Certificates
of each Series may be issued in one or more
classes (each, a "Class"). Each Class of
Certificates will correspond to a Class of Notes
and will represent fractional undivided
beneficial interests in such underlying Class of
Notes, the
11
<PAGE>
proceeds thereof and payments pursuant to any
related Swap Agreement. Accordingly, each Class
of Certificates will entitle the holders thereof
to receive the payments received by the Trust in
respect of the corresponding Class of Notes. The
funds received by the Trust from the payments on
each Class of Notes, and from the payments
pursuant to any related Swap Agreement, will be
the only source of distributions on the
Certificates of the corresponding Class. The
Notes will be secured by all of the Transition
Property owned by the Note Issuer and the other
Note Collateral described under "Description of
the Notes--Security" herein. The Certificates are
entitled to all of the benefits accorded to "rate
reduction bonds" by the Statute. The issuance and
sale of any Series or Class of Certificates is
contingent upon the effectiveness of the
Financing Order and the applicable Issuance
Advice Letter.
A Series may include two or more Classes of
Certificates that differ as to the interest rate,
timing, sequential order and amount of
distributions of principal or interest or both or
otherwise.
Each Series of Certificates may include one or
more Classes of Certificates that accrue interest
at a variable rate based on the index described
in the related Prospectus Supplement (the
"Floating Rate Certificates"). See "Description
of the Certificates--Floating Rate Certificates."
While the specific terms of any Series of
Certificates (and the Classes thereof, if any) in
respect of which this Prospectus is being
delivered will be described in the related
Prospectus Supplement, the terms of such Series
and any Classes thereof will not be subject to
prior review by, or consent of, the holders of
the Certificates of any previously issued Series.
The assets of the Trust will be allocated among
the Certificateholders of each Series of
Certificates issued by the Trust in the manner
described herein. If a Series includes two or
more Classes of Certificates, the assets of the
Trust allocable to the Certificates of such
Series will be further allocated among each Class
in such Series in the manner described in the
Prospectus Supplement.
All Certificates of the same Series will be
identical in all respects except for the
denominations thereof, unless such Series is
comprised of two or more Classes, in which case
all Certificates of the same Class will be
identical in all respects except for the
denominations thereof.
So long as any Certificates are outstanding, the
Certificateholders will direct the Certificate
Trustee, as sole Noteholder, as to matters in
which the Noteholders are permitted or required
to take action; provided, however, that the
Certificate Trustee will be permitted to take
certain actions specified in the Trust Agreement
without the direction of the Certificateholders.
See "Description of the Notes--Actions by
Noteholders" herein.
12
<PAGE>
None of the Certificates, the Notes or the
underlying Transition Property will be guaranteed
or insured by any governmental agency or
instrumentality or by the Seller or any of its
affiliates. Neither the full faith and credit nor
the taxing power of the State of California or
any political subdivision, agency or
instrumentality thereof is pledged to the payment
of principal of or interest on the Certificates
or the Notes or to the payments in respect of the
Transition Property.
See "Description of the Certificates" and
"Description of the Notes" herein.
Note Issuer................. SCE Funding LLC, a Delaware special purpose
limited liability company whose sole member is
Edison. The assets of the Note Issuer will
consist of the Transition Property and the other
Note Collateral, including the capital
contributed by Edison in an amount specified in
each Prospectus Supplement.
The principal executive office of the Note Issuer
is located at 2244 Walnut Grove Avenue, Room 180,
Rosemead, CA 91770, and its telephone number is
(626) 302-1850.
The Notes................... The Notes of each Series and Class issued by the
Note Issuer will be in an initial aggregate
principal amount equal to the initial aggregate
principal amount of the related Series and Class
of Certificates, and the Notes of each Series and
Class will bear interest at an interest rate
equal to the interest rate of the related Series
and Class of Certificates, unless a Swap
Agreement is entered into in connection with the
issuance of any Series or Class of Certificates,
as described in the related Prospectus
Supplement.
The Note Issuer will use all collections received
with respect to the Transition Property (FTA
Collections, as more specifically defined below)
to pay fees payable to the Note Trustee, the
Certificate Trustee, the Delaware Trustee, the
Servicer and the Administrator, Operating
Expenses, interest due on the Notes and principal
payable on the Notes, allocated among the Series
and Classes of Notes based on the priorities
described herein and in the Prospectus
Supplement, until each outstanding Series and
Class of Notes is retired. However, as described
under "Description of the Notes--Interest and
Principal" herein, principal of any Series or
Class of Notes on any Payment Date will only be
paid until the outstanding principal balance of
such Series or Class has been reduced to the
principal balance specified in the applicable
Expected Amortization Schedule for such
Distribution Date. Any FTA Collections remaining
with respect to such Distribution Date will be
allocated to the various subaccounts of the
Collection Account, as described below. All
principal not previously paid, if any, on a Note
is due and payable on the Final Maturity Date of
such Note, which will correspond with the
Termination Date of the related Class of
Certificates.
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<PAGE>
Each Series of Notes represents a non-recourse
obligation of the Note Issuer, and will be
secured only by Transition Property owned by the
Note Issuer, together with the other Note
Collateral.
See "Description of the Notes" herein.
Note Trustee................ The entity named as trustee under the Note
Indenture, as set forth in each Prospectus
Supplement (the "Note Trustee").
Transition Costs............ In connection with the restructuring of the
electric utility industry in California to
facilitate increased competition among providers
of electricity, Sections 367 and 369 of the
California Public Utilities Code (the "PU Code")
provide the Seller, as well as the other
Utilities providing electricity to consumers in
California, with an opportunity to recover
certain costs. These costs, commonly known as
stranded costs and referred to herein and in the
Statute as "Transition Costs," consist of the
costs of generation-related assets and
obligations that may become uneconomic as a
result of a competitive generation market,
together with certain other costs associated
therewith. Examples of generation-related assets
include generation facilities, generation-related
regulatory assets, amounts recoverable in
electric rates pursuant to settlement agreements
with the California Public Utilities Commission
(the "CPUC") in connection with nuclear power
plants and power purchase contracts with third-
party generators of electricity (including
voluntary restructuring, renegotiations or
terminations thereof). These assets may become
uneconomic in a competitive generation market,
since they are obligations that were undertaken
either pursuant to legal requirements or with the
understanding that they would be recoverable in
rates approved by the CPUC. Since other
participants in a competitive market, unburdened
by these uneconomic assets, may be able to offer
electricity at lower rates, the costs relating to
these uneconomic assets may not be recoverable in
a competitive market.
FTA Charges................. Under Section 840 of the PU Code, the Seller has
obtained from the CPUC a Financing Order and
related interim opinion (together, the "Financing
Order") designating the amount of the Seller's
Transition Costs to be financed, along with the
costs of providing, recovering, financing or
refinancing the Transition Costs, including the
costs of issuing, servicing and retiring the
Certificates. The total amount specified in the
Financing Order which may be financed is
$3,000,000,000. In order to enable the Seller to
recover the Transition Costs and associated
costs, the CPUC has authorized, in the Financing
Order, the establishment of nonbypassable, usage-
based, per kilowatt hour charges on designated
consumers of electricity (the "FTA Charges"). The
FTA Charges will be payable by existing and
future Residential Customers and Small Commercial
Customers (each, as defined below and
collectively, the "Customers") of electricity in
the territory of the Seller specified by the
Statute. The territory specified by the Statute
is the territory in which the Seller provided
electricity services as of December 20,
14
<PAGE>
1995 (the "Territory"). The two defined classes
of consumers comprising the Customers are
(i) residential consumers (the "Residential
Customers") and (ii) small commercial consumers,
which are defined as commercial consumers whose
peak demand did not exceed 20 kilowatts for any
three of the twelve billing periods prior to
October 1, 1997 and new commercial customers
since that time whose peak demand is estimated
not to exceed 20 kilowatts for any three of the
twelve billing periods since that time ("Small
Commercial Customers"). Because of differences in
the tariff rate for each class of Customers, the
FTA Charge payable by Residential Customers is
expected to be different from the FTA Charge
payable by Small Commercial Customers. The ratio
of the FTA Charge payable by the Small Commercial
Customers to the FTA Charge payable by the
Residential Customers will be the same as the
ratio of the tariff rates in effect for Small
Commercial Customers at June 1996 to the tariff
rates in effect for Residential Customers at June
1996. The initial FTA Charges are expected to
result in FTA Payments by the Residential
Customers and Small Commercial Customers
representing approximately 84 percent and 16
percent, respectively, of the aggregate FTA
Payments expected to be collected in 1998. The
foregoing percentages may change from time to
time based on fluctuations in Customer
composition, electricity usage and delinquency
and write-off rates. To the extent Customers
choose to take service from an ESP that provides
consolidated billing, the payments in respect of
the FTA Charges owing on account of the usage by
such Customers will, in effect, be owed by the
ESP rather than the Customer. See "Risk Factors--
Potential Servicing Issues--Reliance on
Aggregators and Other Suppliers" and "Servicing--
Aggregators and Other Suppliers" herein.
The FTA Charges will be calculated and adjusted
from time to time to generate projected
collections sufficient to provide for the
amortization of each Series of Certificates in
accordance with the related Expected Amortization
Schedule, the collection of the
Overcollateralization Amount described herein,
the payment of fees and expenses related to the
issuance and servicing of the Certificates and
the replenishment of the Capital Subaccount to
the extent that amounts are drawn therefrom. The
FTA Charges are, specifically, separate charges
that will be assessed on (i) the class of
electricity consumers comprised of Residential
Customers and (ii) the class of electricity
consumers comprised of Small Commercial
Customers. In each case, the FTA Charges will be
assessed for the benefit of the Note Issuer as
owner of the Transition Property based on the
applicable Customer's actual consumption of
electricity. Such amounts will be collected by
the Servicer, either directly from Customers or
from ESPs that collect such amounts from
Customers, as part of its normal collection
activities and will be deposited into the
Collection Account under the terms of the Note
Indenture and the Servicing Agreement on each
Remittance Date (as defined herein).
15
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The Financing Order requires a notification
letter (each, an "Issuance Advice Letter") to be
submitted to the CPUC prior to the issuance of
each Series of Certificates. The first Issuance
Advice Letter will establish the initial FTA
Charges, calculated using the Base Calculation
Model which is described under "Description of
the Transition Property--Financing Order and
Advice Letters" herein. Subsequent Issuance
Advice Letters may modify the FTA Charges to
support the issuance of additional Series of
Certificates. The Issuance Advice Letters and the
True-Up Mechanism Advice Letters (as defined
herein) are collectively referred to as "Advice
Letters." The Servicing Agreement requires the
Servicer to calculate adjustments to the FTA
Charges and to file the True-Up Mechanism Advice
Letters from time to time as needed, but not less
than annually.
Transition Property......... The right to collect payments based on the FTA
Charges from the Customers (such payments,
whether collected directly from Customers or
through ESPs, being the "FTA Payments") gives
rise to a separate property right under
California law and is referred to herein
generally as the "Transition Property." FTA
Payments received by the Servicer and remitted to
the Collection Account are referred to generally
herein as the "FTA Collections." "Transition
Property" is defined more specifically in Section
840(g) of the PU Code as the property right
created under the PU Code including, without
limitation, the right, title and interest of an
electrical corporation or its transferee (i) in
and to the FTA Charges, as adjusted from time to
time, (ii) to be paid the FTA Payments, and (iii)
to obtain adjustments to the FTA Charges, as
provided in the PU Code.
Adjustments to FTA Charges.. In order to enhance the likelihood that actual
FTA Collections are neither more nor less than
the amount necessary to amortize the Notes in
accordance with the Expected Amortization
Schedules, pay all related fees and expenses,
fund the Overcollateralization Subaccount up to
the Required Overcollateralization Level and
replenish the Capital Subaccount up to the
Required Capital Level, the Servicing Agreement
requires the Servicer to seek, and the Statute
and the Financing Order require the CPUC to
approve, periodic adjustments to the FTA Charges
based on actual FTA Collections and updated
assumptions by the Servicer as to future usage of
electricity by Customers, future expenses
relating to the Transition Property, the Notes
and the Certificates, and the rate of
delinquencies and write-offs and assuming no net
earnings on any amounts in the Collection
Account. Each Advice Letter relating to an
adjustment to the FTA Charges is referred to as a
"True-Up Mechanism Advice Letter." The
adjustments to the FTA Charges will continue
until all interest on and principal of all Series
of Notes and corresponding Series of Certificates
have been paid or distributed in full.
The Servicer will file a routine True-Up
Mechanism Advice Letter annually, requesting
modifications to the FTA Charges. Calculations
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of appropriate modifications to the FTA Charges
will be made based on the True-Up Mechanism
Calculation Model, which is described under
"Description of the Transition Property--
Adjustments to the FTA Charges" herein. If so
specified in the related Prospectus Supplement,
the Servicer may also file a routine True-Up
Mechanism Advice Letter quarterly on the basis
specified in the Prospectus Supplement. In
addition, the Servicer may file a non-routine
True-Up Mechanism Advice Letter as often as
quarterly, to revise the Base Calculation Model
or True-Up Mechanism Calculation Model, if either
of such models no longer accurately calculates
FTA Charges. True-Up Mechanism Advice Letters
will take into account amounts available in the
General Subaccount and Reserve Subaccount, and
amounts necessary to fund the
Overcollateralization Subaccount and replenish
the Capital Subaccount to required levels, in
addition to amounts payable on the Notes and
related fees and expenses.
See "Description of the Transition Property--
Adjustments to the FTA Charges" herein.
State Pledge................ Pursuant to Section 841(c) of the PU Code, the
Infrastructure Bank, on behalf of the State of
California, pledges and agrees with the Note
Issuer, the Trust and the holders of the
Certificates that the State of California shall
neither limit nor alter the FTA Charges, the
Transition Property, or the Financing Order or
Advice Letters relating thereto, or any rights
thereunder, until the Certificates, together with
the accrued and unpaid interest thereon, are
fully paid and discharged, provided nothing
contained in such pledge and agreement precludes
such limitation or alteration if and when
adequate provision shall be made by law for the
protection of the Note Issuer, the Trust and the
Certificateholders (the "State Pledge").
Customers................... The Customers consist of Residential Customers
and Small Commercial Customers in the Territory.
The sole source of payments on the Certificates
will be payments on the Notes and payments
pursuant to any related Swap Agreement; the sole
sources of payments on the Notes will be FTA
Payments collected from the Customers and amounts
available or realized from the other Note
Collateral (which is not expected to be
substantial). Amounts billed to Customers will
include amounts owing to Edison and others, in
addition to FTA Charges owing to the Note Issuer.
Of amounts collected from the Customers, only the
portion of amounts collected that is attributable
to the FTA Charges, as adjusted from time to
time, will be available for distributions on the
Certificates.
Distribution and Payment
Dates...................... Unless otherwise specified in the related
Prospectus Supplement, each March 25, June 25,
September 25 and December 26 (or, if any such
date is not a Certificate Business Day, the next
succeeding Certificate Business Day) following
the Closing Date for a Series of Certificates,
the quarterly dates on which distributions will
be made to specified holders of Certificates of
such Series (each, a "Distribution Date"). Each
Distribution Date with respect to the
Certificates will also be a date on which
payments are made with respect to the Notes
(each, a "Payment Date").
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Record Dates................ With respect to any Distribution Date, the
Business Day preceding such Distribution Date if
the Certificates are Book-Entry Certificates or,
if Definitive Certificates are issued, the last
day of the preceding calendar month (each, a
"Record Date").
Scheduled Final
Distribution and
Termination Dates.......... For each Class of Certificates, the related
Prospectus Supplement will specify a Scheduled
Final Distribution Date and a Termination Date.
The "Scheduled Final Distribution Date" will be
the date when all principal of the related Class
of Certificates is expected to be distributed in
full, based on various assumptions described
herein. Failure to pay principal of and interest
on any Class of Certificates in full by the
"Termination Date," which will be a date
specified in the related Prospectus Supplement
after the related Scheduled Final Distribution
Date, shall constitute an Event of Default and
the Certificate Trustee may, and upon the written
direction of the holders of not less than a
majority in principal amount of all Certificates
of all Series then outstanding shall, declare the
unpaid principal amount of all the Notes of all
Series then outstanding to be due and payable.
The Scheduled Final Distribution Date and the
Termination Date for any Class of Certificates
will coincide with the Scheduled Maturity Date
and Final Maturity Date, respectively, for the
related Class of Notes. See "Description of the
Certificates--Events of Default" and "Ratings"
herein.
Issuance of New Series...... The Trust is authorized to issue new Series of
Certificates from time to time. See "Description
of the Transition Property--Financing Order and
Advice Letters." A new Series may be issued only
upon satisfaction of the conditions described
under "Description of the Certificates--
Conditions of Issuance of Additional Series"
herein. Each Series of Certificates will
represent a fractional undivided beneficial
interest in payments to be made on a Series of
Notes, which in turn will be secured by the
Transition Property and the other Note
Collateral. A Certificate Event of Default with
respect to one Series of Certificates (or one or
more Classes thereof) may adversely affect other
outstanding Classes and Series of Certificates
since such event will be considered a Certificate
Event of Default with respect to all Series of
Certificates and each such Class or Series will
be entitled only to its ratable portion of the
Transition Property. In addition, all Transition
Property owned by the Note Issuer will secure all
Series of Notes and any remedial action taken by
holders of one Series will affect the other
Series.
Interest.................... Unless otherwise specified in the related
Prospectus Supplement, interest on each Class of
Certificates will accrue and be distributable in
arrears at the interest rate for such Class
specified in the related Prospectus Supplement.
Interest accrued on each Class of Certificates at
the applicable interest rate will be distributed,
to the extent monies are available therefor, on
each Distribution Date, commencing on the day
specified in the related Prospectus Supplement
and will be distributed in the manner specified
in such Prospectus Supplement, to the extent of
payments received with
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respect to the related Class of Notes or any
related Swap Agreement on the Payment Date for
the Notes occurring on the same day as such
Distribution Date. Note Events of Default will
include failure to make any payment of interest
within five days after the Payment Date on which
such payment is due.
Principal................... Principal of each Class of Certificates will be
distributed to the Certificateholders of such
Class in the amounts and on the Distribution
Dates specified in the related Prospectus
Supplement, but only to the extent that amounts
in the Collection Account are available therefor,
and subject to the other limitations described
below. See "Description of the Notes--
Allocations; Payments" and "Description of the
Certificates--Payments and Distributions" herein.
The related Prospectus Supplement will set forth
a schedule of the expected amortization of
principal of the related Series of Certificates
and, if applicable, the Classes thereof (for any
Series or Class, the "Expected Amortization
Schedule"). On any Payment Date, the Note Issuer
will make principal payments on the Notes only
until the outstanding principal balances thereof
have been reduced to the principal balances
specified in the applicable Expected Amortization
Schedules for such Payment Date; accordingly, on
the related Distribution Date, the Trust
similarly will only make principal distributions
on the Certificates in such amounts. Any FTA
Collections in excess of amounts payable as (a)
expenses of the Note Issuer and the Trust, (b)
payments of interest on and principal of the
Notes, (c) allocations to the
Overcollateralization Subaccount and (d)
allocations to the Capital Subaccount (all as
described herein under "Description of the
Notes--Allocations; Payments" herein) will be
retained by the Note Trustee in the Reserve
Subaccount for payment on subsequent Payment
Dates. However, if insufficient FTA Collections
are received with respect to any Payment Date,
and amounts in the Collection Account are not
sufficient to make up the shortfall, principal of
any Series or Class of Certificates may be
distributed later than reflected in the related
Expected Amortization Schedule, as described
herein and in the related Prospectus Supplement.
See "Risk Factors--Nature of the Certificates--
Uncertain Distribution Amounts and Weighted
Average Life" and "Certain Distribution, Weighted
Average Life and Yield Considerations" herein.
If an event of default under the Trust Agreement,
other than a breach of the State Pledge by the
State of California, has occurred and is
continuing with respect to any Series or Class of
Certificates, the Certificate Trustee may, and
upon the written direction of the holders of a
majority in principal amount of all Series of
Certificates then outstanding shall, declare the
unpaid principal amount of all the Notes of all
Series then outstanding to be due and payable. An
event of default is defined as the occurrence and
continuance of an event of default under the
Notes (a "Note Event of Default") or a breach by
the State of California of the State Pledge
(collectively, "Certificate Event of Default,"
and, together with a Note Event of
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<PAGE>
Default, an "Event of Default"). See "Description
of the Certificates--Events of Default" herein.
Optional Redemption......... The Note Issuer may redeem any Series of Notes
relating to a Series of Certificates, and
accordingly cause the Trust to redeem the related
Series of Certificates, on any Distribution Date
if, after giving effect to distributions that
would otherwise be made on such date, the
outstanding principal balance of such Series of
Notes has been reduced to less than five percent
of the initial principal balance thereof. See
"Description of the Certificates--Redemption"
herein.
Mandatory Redemption........ If the Seller is required to repurchase the
Transition Property as described under
"Description of the Transition Property--Seller
Representations and Warranties and Repurchase
Obligation," herein, the Note Issuer will be
required to redeem the Notes on the fifth
Certificate Business Day following the date of
such repurchase, and accordingly the Trust will
be required to redeem the Certificates on such
day.
Collection Account and
Subaccounts................ Upon issuance of the initial Series of Notes, the
Note Issuer will establish the Collection
Account, which will be held by the Note Trustee
for the benefit of the Noteholders. The
Collection Account will consist of four
subaccounts: a general subaccount (the "General
Subaccount"), a reserve subaccount (the "Reserve
Subaccount"), a subaccount for the
Overcollateralization Amount (the
"Overcollateralization Subaccount") and a capital
subaccount (the "Capital Subaccount"). Unless the
context indicates otherwise, references herein to
the Collection Account include each of the
subaccounts contained therein. Withdrawals from
and deposits to these subaccounts will be made as
described under "Description of the Notes--
Allocations; Payments" herein.
Overcollateralization....... The Financing Order provides that the Note
Issuer, as the owner of the Transition Property,
is entitled to collect an additional amount (for
any Series, the "Overcollateralization Amount")
specified in the related Prospectus Supplement
which is intended to enhance the likelihood that
distributions on each Series of the Notes will be
made in accordance with their Expected
Amortization Schedules. The Financing Order
provides further that the Infrastructure Bank
and/or the California State Treasurer's Office
should determine the Overcollateralization Amount
required for each Series of Notes prior to their
issuance. The Overcollateralization Amount for
each Series of Notes will be (a) 0.50 percent of
the initial principal amount of such Series of
Notes or (b) such greater amount as is necessary
to obtain from the Rating Agencies the highest
possible investment grade ratings for the related
Certificates upon issuance. FTA Charges will be
set and adjusted at a level that is intended to
collect the Overcollateralization Amount
ratably over the life of the related Certificates
according to a schedule set forth in the related
Prospectus Supplement. The Overcollateralization
Amount for all Series of Certificates will be
held in the Overcollateralization
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Subaccount, as described further under
"Description of the Notes--Overcollateralization
Amount" herein, and will be available to pay any
periodic shortfalls in amounts available for
scheduled payments on the Notes. The amount
required to be on deposit in the
Overcollateralization Subaccount as of any
Payment Date, as specified in the schedule set
forth in the Prospectus Supplement, is referred
to herein as the "Required Overcollateralization
Level."
Capital Subaccount.......... Prior to or upon the issuance of each Series of
Notes, the Seller will contribute capital to the
Note Issuer in an amount specified in each
Prospectus Supplement, which will equal 0.50
percent of the initial principal amount of such
Series of Notes. Such amount, less $100,000 in
the aggregate for all Series of Notes (with
respect to each Series, the "Required Capital
Level"), will be deposited into the Capital
Subaccount. On each Payment Date, the Note
Trustee will draw on amounts in the Capital
Subaccount, if any, to the extent amounts
available in the General Subaccount, the Reserve
Subaccount and the Overcollateralization
Subaccount are insufficient to pay expenses of
the Note Issuer and the Trust and to make
scheduled payments on the Notes. If amounts on
deposit in the Capital Subaccount are used to pay
such amounts, on subsequent Payment Dates the
Capital Subaccount will be replenished to the
extent FTA Collections exceed amounts required to
pay amounts having a higher priority of payment,
as more fully described under "Description of the
Notes--Allocations; Payments."
Reserve Subaccount.......... FTA Collections available with respect to any
Payment Date in excess of amounts payable as (a)
expenses of the Note Issuer and the Trust, (b)
payments of principal of and interest on the
Notes, (c) allocations to the
Overcollateralization Subaccount and
(d) allocations to the Capital Subaccount (all as
described under "Description of the Notes--
Allocations; Payments" herein), will be allocated
to the Reserve Subaccount. On each Payment Date,
the Note Trustee will draw on amounts in the
Reserve Subaccount, to the extent amounts
available in the General Subaccount are
insufficient to make scheduled payments on the
Notes.
Collections; Allocations;
Distributions.............. Except as otherwise specified herein, on the
twentieth calendar day of each calendar month
(or, if such day is not a Certificate Business
Day, the following Certificate Business Day), the
Servicer will remit to the Collection Account FTA
Payments expected to have been received during
the preceding Servicer Month (each such Servicer
Month preceding a monthly Remittance Date being a
"Collection Period"). Because the Servicer does
not track cash collections on bills rendered
within a particular Servicer Month (each such
Servicer Month during which bills are rendered
being a "Billing Period"), the amount remitted
will be based on estimates using the model
described herein under "Servicing--Remittances to
Collection Account." A "Servicer Month" is a
period created by dividing the calendar year into
twelve consecutive periods of approximately 21
Servicer Business Days each.
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On each Payment Date, amounts in the Collection
Account, including net earnings thereon, will be
allocated to the following (in the priority
indicated, subject to the priority of withdrawals
described in the following paragraph): (1) all
amounts owed by the Note Issuer or the Trust to
the Note Trustee, the Delaware Trustee and the
Certificate Trustee will be paid to such persons;
(2) the Servicing Fee and all unpaid Servicing
Fees from any prior Payment Dates will be paid to
the Servicer; (3) the Quarterly Administration
Fee payable under the Administrative Services
Agreement between the Note Issuer and an
administrator (the "Administrator"), initially
Edison, and all unpaid Quarterly Administration
Fees from prior Payment Dates will be paid to the
Administrator; (4) so long as no Event of Default
has occurred or would be caused by such payment,
all other fees, costs, expenses and indemnities
of the Note Issuer and the Trust ("Operating
Expenses") will be paid to the persons entitled
thereto, provided that the amount paid on each
Payment Date pursuant to this clause (4) may not
exceed $100,000; (5) any overdue Quarterly
Interest and then Quarterly Interest with respect
to each Series of Notes will be transferred to
the Certificate Trustee, as Noteholder, for
distribution to the Certificateholders;
(6) principal on any Series of Notes payable as a
result of a Note Event of Default or on the Final
Maturity Date for such Series of Notes will be
transferred to the Certificate Trustee, as
Noteholder, for distribution to the
Certificateholders; (7) funds necessary to pay
Quarterly Principal for any Series of Notes based
on priorities described in each Prospectus
Supplement will be transferred to the Certificate
Trustee, as Noteholder, for distribution to the
applicable Certificateholders; (8) unpaid
Operating Expenses will be paid to the persons
entitled thereto; (9) the amount, if any, by
which the Required Overcollateralization Level
exceeds the amount in the Overcollateralization
Subaccount as of such Payment Date will be
allocated to the Overcollateralization
Subaccount; (10) the amount, if any, by which the
Required Capital Level with respect to all
outstanding Series of Notes exceeds the amount in
the Capital Subaccount as of such Payment Date
will be allocated to the Capital Subaccount;
(11) funds up to the net earnings on amounts in
the Collection Account for the prior quarter
without cumulation will be released to the Note
Issuer; (12) if any Series of Notes has been
retired as of such Payment Date, the excess of
the amount in the Overcollateralization
Subaccount over the aggregate Required
Overcollateralization Level with respect to all
Series of Notes remaining outstanding will be
released to the Note Issuer; (13) if any Series
of Notes has been retired as of such Payment
Date, the excess of the amount in the Capital
Subaccount over the aggregate Required Capital
Level with respect to all Series of Notes
remaining outstanding will be released to the
Note Issuer; (14) the balance, if any, will be
allocated to the Reserve Subaccount for
distribution on subsequent Payment Dates; and
(15) following the repayment of all outstanding
Series of Notes, the balance, if any, will be
released to the Note Issuer.
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If on any Payment Date funds on deposit in the
General Subaccount are insufficient to make the
transfers contemplated by clauses (1) through (7)
above, the Note Trustee will (i) first, draw from
amounts on deposit in the Reserve Subaccount,
(ii) second, draw from amounts on deposit in the
Overcollateralization Subaccount, and
(iii) third, draw from amounts on deposit in the
Capital Subaccount, up to the amount of such
shortfall, in order to make the transfers
described above. In addition, if on any Payment
Date funds on deposit in the General Subaccount
are insufficient to make the transfers described
in clauses (9) and (10) above, the Note Trustee
will draw from amounts on deposit in the Reserve
Subaccount to make such transfers. See
"Description of the Notes--Allocations; Payments"
herein.
The following diagram provides a general summary
of the flow of funds from the Customers through
the Servicer to the Collection Account, and the
various allocations therefrom.
[The omitted graphic reflects the flow of funds
from Customers, in the form of FTA Payments, to
the Servicer, monthly remittances by the Servicer
to the Collection Account, and quarterly
applications of amounts in the manner described
under "Description of the Notes--Allocations;
Payments" in the Prospectus.]
Servicing................... The Servicer is responsible for servicing,
managing and receiving FTA Payments in the same
manner that it services and administers bill
collections for its own account and the accounts
it services for others. On each Remittance Date,
the Servicer will remit FTA Payments expected to
have been received during the preceding
Collection Period (or, if Remittance Dates are
more frequent, for the period since the preceding
Remittance Date). Because the Servicer does not
track cash collections on bills rendered during
each Billing Period, the amounts remitted will be
based on estimates using the model described
under "Servicing--Remittances to Collection
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Account" herein, adjusted for actual write-offs.
Subject to certain conditions described herein,
pending deposit into the Collection Account,
actual FTA Payments received by the Servicer may
be invested by the Servicer at its own risk and
for its own benefit, and will not be segregated
from other funds of the Servicer. See
"Servicing--Remittances to Collection Account"
herein.
Servicing Compensation...... The Servicer will be entitled to receive a
Servicing Fee on each Payment Date in an amount
equal to one-fourth of the percent specified in
the related Prospectus Supplement of the then
outstanding principal amount of the Notes (the
"Servicing Fee"). The Servicing Fee will be paid
prior to the distribution of any amounts in
respect of interest on and principal of the
Notes. The Servicer will be entitled to retain as
additional compensation net investment income on
FTA Payments received by the Servicer prior to
remittance thereof to the Collection Account and
the portion of late fees, if any, paid by
Customers relating to the FTA Payments. See
"Servicing--Servicing Compensation" herein.
No Servicer Advances........ The Servicer will not make any advances of
interest or principal on the Notes or the
Certificates.
Denominations............... Each Class of Certificates will be issued in the
minimum initial denominations set forth in the
related Prospectus Supplement and in integral
multiples thereof.
Registration of the
Certificates............... Each Class of Certificates may be issued in
definitive form or initially may be represented
by one or more certificates registered in the
name of Cede & Co. ("Cede") ("Book-Entry
Certificates"), the nominee of The Depository
Trust Company ("DTC"), and available only in the
form of book-entries on the records of DTC,
participating members thereof ("Participants")
and other entities, such as banks, brokers,
dealers and trust companies, that clear through
or maintain custodial relationships with a
Participant, either directly or indirectly
("Indirect Participants"). If so indicated in the
applicable Prospectus Supplement,
Certificateholders may also hold Book-Entry
Certificates of a Series through CEDEL or
Euroclear (in Europe), if they are participants
in such systems or indirectly through
organizations that are participants in such
systems. Certificates representing Book-Entry
Certificates will be issued in definitive form
only under the limited circumstances described
herein and in the related Prospectus Supplement.
With respect to the Book-Entry Certificates, all
references herein to "holders" reflect the rights
of owners of the Book-Entry Certificates as they
may indirectly exercise such rights through DTC
and Participants, except as otherwise specified
herein. See "Risk Factors" and "Description of
the Certificates--Book-Entry Registration"
herein.
Ratings..................... It is a condition of issuance of each Class of
Certificates that at the time of issuance such
Class receive the rating indicated in the related
Prospectus Supplement, which will be in one of
the four highest categories, from one or more
nationally recognized statistical rating
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<PAGE>
agencies (each, a "Rating Agency") specified
therein. Each Class of Notes will receive the
same rating from the applicable Rating Agencies
as the corresponding Class of Certificates. See
"Ratings" in the related Prospectus Supplement.
A security rating is not a recommendation to buy,
sell or hold securities and may be subject to
revision or withdrawal at any time. No person is
obligated to maintain any rating on any
Certificate and, accordingly, there can be no
assurance that the ratings assigned to any Class
of Certificates upon initial issuance thereof
will not be revised or withdrawn by a Rating
Agency at any time thereafter. If a rating of any
Class of Certificates is revised or withdrawn,
the liquidity of such Class of Certificates may
be adversely affected. In general, the ratings
address credit risk and do not represent any
assessment of the rate of principal payments on
the Certificates. See "Risk Factors--Nature of
the Certificates--Uncertain Distribution Amounts
and Weighted Average Life," "Certain
Distribution, Weighted Average Life and Yield
Considerations" and "Ratings" herein.
Tax Status of the
Certificates............... Each Class of Certificates bearing a fixed
interest rate will be treated as representing
ownership of an interest in the related Class of
Notes (the "Underlying Notes") for federal income
tax purposes. Each Class of Floating Rate
Certificates will be treated as representing
ownership of an interest in the Underlying Notes
and the related Swap Agreement. Interest and
original issue discount, if any, on the
Certificates generally will be included in gross
income for federal income tax purposes. All
holders of Floating Rate Certificates, and all
individual holders in particular, should
seriously consider making an election to
"integrate" the Underlying Notes and the related
Swap Agreement for tax purposes by making a
notation on their books and records on or before
the date the Floating Rate Certificates are
acquired. See "Certain Federal Income Tax
Consequences" herein and in the related
Prospectus Supplement.
Interest and original issue discount, if any, on
the Certificates will be exempt from California
personal income tax, but not exempt from the
California franchise tax applicable to banks and
corporations. See "State Taxation" herein.
ERISA Considerations........ A fiduciary of any employee benefit plan or other
plan or arrangement that is subject to the
Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the
"Code"), should carefully review with its legal
advisors whether the purchase or holding of the
Certificates of any Class or Series could give
rise to a transaction prohibited or not otherwise
permissible under ERISA or the Code. See "ERISA
Considerations" herein and in the related
Prospectus Supplement.
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RISK FACTORS
Investors should consider, among other things, the following factors in
connection with the purchase of Certificates:
UNUSUAL NATURE OF THE TRANSITION PROPERTY
RELIANCE ON FTA ADJUSTMENTS
The Servicer will be obligated to submit True-Up Mechanism Advice Letters to
the CPUC at least annually and, if so specified in the related Prospectus
Supplement, as often as quarterly, seeking adjustments to the FTA Charges to
reflect the actual rate of FTA Collections and changes in projections
regarding such rate. Such adjustments will also reflect amounts available in
the General Subaccount and Reserve Subaccount and amounts required to fund the
Overcollateralization Subaccount and replenish the Capital Subaccount to
required levels. The actual rate of FTA Collections will vary from projections
upon which the FTA Charges were based, primarily as a result of variations
from projected electricity usage by Customers and expected delinquencies and
write-offs. PU Code Section 841(c) requires the CPUC to approve adjustments
requested by True-Up Mechanism Advice Letters necessary to assure timely
recovery of Transition Costs, including interest on and principal of the
Certificates in accordance with the related Expected Amortization Schedule,
the funding of the Overcollateralization Subaccount and payment of related
fees and expenses. Despite the Statute and the Financing Order, there can be
no assurance that the CPUC will approve such requests in a timely manner. Any
delay in adjustments to the FTA Charges, and any litigation that might ensue
as a consequence, might adversely affect the price and liquidity of the
Certificates and the dates of maturity thereof, and, accordingly, the weighted
average lives thereof.
POSSIBLE STATE AMENDMENT OR REPEAL OF THE STATUTE AND RELATED LITIGATION
Under the Statute, the State of California pledged and agreed with the
owners of Transition Property and the holders of the Certificates, and the
Infrastructure Bank as agent for the State of California will pledge and agree
in the Trust Agreement for the benefit of Certificateholders, that the State
will neither limit nor alter the fixed transition amounts, transition
property, financing orders and all rights thereunder until all obligations
under the Certificates are fully met and discharged; provided that nothing
contained in the Statute or the Trust Agreement precludes such limitation or
alteration by the State if and when adequate provision shall be made by law
for the protection of the Note Issuer, the Trust and the Certificateholders.
It is unclear what "adequate provision" would be afforded to
Certificateholders by the State if such limitation or alteration were
attempted. Accordingly, no assurance can be given that any such provision
would not adversely affect the price of the Certificates, or the timing of
receipt of payments with respect to the Certificates.
Under California law, the electorate has the right, through its initiative
powers, to propose statutes as well as amendments to the California
Constitution. Generally, any matter that is a proper subject of legislation
can become the subject of an initiative. Among other procedural requirements,
in order for an initiative measure to qualify for an election, the initiative
measure must be submitted to the State Attorney General and a petition signed
by electors constituting five percent, in the case of a statutory initiative,
and eight percent, in the case of a constitutional initiative, of the votes
cast at the immediately preceding gubernatorial election must be submitted to
the Secretary of State. To become effective, the initiative must then be
approved by a majority vote of the electors voting at the next general
election.
Consumer advocacy groups have publicly announced their opposition to certain
elements of the restructuring plan embodied in the Statute, including the
ability of the Utilities to recover their stranded costs and the issuance of
the Certificates. These opponents have indicated their intent to commence
litigation to prevent the sale of the Certificates and, as described below
under "--Legal Challenges," have challenged the validity of the Financing
Order. In addition, opponents who include Ralph Nader and the head of a prior
successful initiative campaign relating to automobile insurance have announced
their intention to draft a ballot initiative intended to eliminate the
recoveries of stranded costs, including the cost of nuclear plants, and
intended to prohibit the
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collection of FTA Charges. Such a ballot initiative has been submitted to the
State Attorney General, which is the first step in commencing the initiative
qualification process. No assurances are given as to whether any such
litigation will commence, whether any such voter initiative measure will be
adopted, the terms of any such voter initiative measure or the effect of any
such litigation or voter initiative measure on the Certificates.
In the opinion of Brown & Wood LLP, counsel to the Trust ("Special
Counsel"), under applicable United States and State of California
Constitutional principles relating to the impairment of contracts, the State
of California could not repeal or amend the Statute (by way of either
legislative process or California voter initiative) or take, or refuse to
take, any action required by the State of California under its pledge and
agreement with the Certificateholders (described above) if such repeal or
amendment, or such action or inaction would substantially impair the rights of
the Certificateholders, absent a demonstration by the State of California of a
"great public calamity" that justifies a contractual impairment. There have
been numerous cases in which legislative or popular concerns with the burden
of taxation or governmental charges have led to adoption of legislation
reducing or eliminating taxes or charges which supported bonds or other
contractual obligations entered into by public instrumentalities. However,
such concerns have not been considered by the courts to provide sufficient
justification for a substantial impairment of the security for such bonds or
obligations provided by the taxes or governmental charges involved. Based upon
such analogous case law (which, however, does not address these particular
circumstances directly), it would appear unlikely that the State could reduce,
modify or alter the Transition Property, or take, or refuse to take, any
action with respect to the Transition Property in a manner which would
substantially impair the rights of the Note Issuer, as owner of the Transition
Property, or of Certificateholders. Nonetheless, no assurance can be given
that a repeal of or amendment to the Statute will not be sought or adopted or
that any action, or refusal to act, by the State may not occur, any of which
might constitute a violation of the State's pledge and undertaking with the
Certificateholders. In any such event, costly and time consuming litigation
might ensue. Any such litigation might adversely affect the price and
liquidity of the Certificates and the dates of maturity thereof, and,
accordingly, the weighted average lives thereof. Moreover, given the lack of
judicial precedent directly on point, and the novelty of the security for the
Certificates, the outcome of any such litigation cannot be predicted with
certainty and, accordingly, Certificateholders could incur a loss on their
investment.
Furthermore, Section 3 of Article XIIIC of the California Constitution
("Proposition 218") provides that the initiative process shall not be
prohibited or otherwise limited in matters of reducing or repealing any
"local" tax, assessment, fee or charge. There is no controlling precedent
interpreting Proposition 218, given its recent adoption. However, in the
opinion of Special Counsel, the FTA Charges are not a "local" tax, assessment
fee or charge to which Proposition 218 applies, and the initiative power
described in Proposition 218 is therefore inapplicable to the FTA Charges, the
Transition Property, the Notes and the Certificates.
POSSIBLE FEDERAL PREEMPTION OF THE STATUTE
At least one bill was introduced in the 105th Congress, First Session,
prohibiting the recovery of stranded costs such as the Transition Costs, which
could negate the existence of the Transition Property that is the source of
payments on the Notes and the Certificates. The bill is H.R. 1230 (The
Consumers Electric Power Act of 1997) ("H.R. 1230"), which was introduced on
April 8, 1997, and has been referred to the House Commerce Committee, where no
further action has been taken. However, the entire 52-member California
delegation to the House of Representatives is on record opposing any federal
bill that does not grandfather the provisions of the Statute. No prediction
can be made as to whether H.R. 1230, or any future proposed bill that would
prohibit the recovery of stranded costs, will become law or, if it becomes
law, what its final form or effect will be. Federal preemption of the Statute
could prevent Certificateholders from receiving the principal and interest
payable on the Certificates and Certificateholders could suffer a loss on
their investment. See "Energy Deregulation and New California Market
Structure" herein.
LEGAL CHALLENGES
The existence of the Transition Property and its adequacy as a source of
distributions on the Certificates are dependent on relevant provisions of the
PU Code, the Financing Order and applicable Advice Letters. In addition,
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resolutions adopted by the Infrastructure Bank relating to the issuance of the
Certificates are subject to legal challenge within 60 days of their adoption.
If the relevant provisions of the PU Code, the Financing Order or any such
Advice Letters were determined to be unlawful, invalid or unenforceable in
whole or in part, or if the resolutions of the Infrastructure Bank were
determined to be invalid, any such determination could adversely affect the
validity of the Certificates or the ability of the Note Issuer to make timely
payments on the Notes, and in either case, the Certificateholders could suffer
a loss. At the time of issuance of the Certificates, the General Counsel of
the Infrastructure Bank will deliver an opinion to the effect that the
issuance resolutions were validly adopted and are in full force and effect at
such time.
On October 6, 1997, The Utility Reform Network ("TURN"), a California
consumer advocacy group, filed an application for rehearing with the CPUC
seeking rehearing of the Financing Order, alleging that the Financing Order is
unlawful on various grounds. The CPUC denied the application for rehearing on
October 22, 1997. TURN has announced that it will challenge the CPUC's denial
by filing a petition for writ of review of the Financing Order with the
California Supreme Court. Such a petition has been filed. If the petition for
writ of review were to be granted by the California Supreme Court, under the
PU Code the court would determine only whether the CPUC acted within its
authority in issuing the Financing Order. A decision by the California Supreme
Court to hear such a case in and of itself could adversely affect the
liquidity and value of the Certificates.
As of the date of this Prospectus, the Financing Order is in full force and
effect. If the relevant provisions of the Financing Order, the PU Code or any
Advice Letters are determined to be unlawful, invalid or unenforceable under
existing law, such determination may result in a breach of a representation
and warranty requiring the Seller, under certain circumstances, to repurchase
the Transition Property as described under "Description of the Transition
Property--Seller Representations and Warranties and Repurchase Obligation"
herein. No assurances are given that Edison, as Seller, will be able to
repurchase the Transition Property.
UNCERTAINTIES ASSOCIATED WITH NEW ASSET TYPE
There is no historical performance data for an asset type such as the
Transition Property. Although energy usage records are available, such records
have limited predictive value with respect to the Certificates. Furthermore,
the Servicer does not have any experience administering this specific type of
regulatory asset. See "Servicing" herein. In addition, foreclosure upon the
Transition Property may not be a realistic or practical remedy for the
Certificateholders.
LIMITED RIGHTS AND REMEDIES
Under the terms of the Sale Agreement, Edison, as the Seller, will be
required to repurchase the Transition Property, at a purchase price equal to
the outstanding principal amount of the Notes and all accrued and unpaid
interest thereon as of the date that is five Certificate Business Days after
the repurchase date, if, among other things, there has been a breach of the
Seller's representation that the Financing Order and each Issuance Advice
Letter pursuant to which any applicable Transition Property has been created
are valid, binding and irrevocable as of the date of any sale of Transition
Property but only if such breach continues beyond a 90-day grace period and
has a material adverse effect on the Certificateholders. A determination by a
court that, based on laws in effect on the date any Transition Property is
sold, the Transition Property, the Financing Order or any Issuance Advice
Letter violated any such laws, or is otherwise invalid or unenforceable, would
be considered to be a breach of the Seller's representation, thereby
obligating the Seller to repurchase the Transition Property under the Sale
Agreement. The Seller will not be in breach of any representations and
warranties as a result of a change in law by legislative enactment, voter
initiative or constitutional amendment, including a breach of the State
Pledge, or as a result of a breach of the State Pledge otherwise effected that
constitutes a temporary impairment of the Certificateholders' rights which
under current law would be permitted if it can be shown to be necessary to
advance an important public interest, as described below. No assurances are
given that the Seller will be able to repurchase the Transition Property. In
the event of any such repurchase, the Note Issuer would be obligated to redeem
the Notes and accordingly cause the Trust to redeem the Certificates. See
"Description of the Transition Property--Seller Representations and Warranties
and Repurchase Obligation" herein.
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In contrast, the Seller will not be required to repurchase the Transition
Property if the FTA Charges become uncollectible as a result of a change in
law by any legislative enactment, voter initiative or constitutional amendment
occurring after the date the Transition Property is sold. In addition, no
breach of the Seller's representations will be deemed to have occurred if the
State breaches the State Pledge by otherwise effecting a temporary impairment
of the Certificateholders' rights which under current law would be permitted
if it can be shown to be necessary to advance an important public interest.
Such a public interest may arise in connection with a great public calamity,
which might include, for example, economic upheaval or natural disasters. A
repeal of the Statute, an amendment thereto voiding the Transition Property or
the adoption of a federal statute prohibiting the recovery of all stranded
costs are examples of changes in law. If any such event were to occur, the
Servicer, on behalf of the Certificateholders, would be required to bring
legal action seeking to overturn any such change in law. The Servicer would be
entitled to reimbursement of its expenses in connection with such legal or
administrative action as an operating expense of the Trust under the Note
Indenture. Any such litigation might adversely affect the price and liquidity
of the Certificates and the dates of maturity thereof, and, accordingly, the
weighted average lives thereof. Moreover, given the lack of judicial precedent
directly on point, and the novelty of the security for the Certificates, the
outcome of any such litigation cannot be predicted with certainty and,
accordingly, Certificateholders may suffer a loss of their investment in the
Certificates.
POTENTIAL SERVICING ISSUES
RELIANCE ON SERVICER
The Trust relies on the Servicer for the determination of any adjustments to
the FTA Charges and for the Customer billing and collection that is necessary
to recover the FTA Payments and, therefore, necessary to make distributions on
the Certificates. If, as a result of its insolvency or liquidation or
otherwise, Edison were to cease servicing the Transition Property, determining
any adjustments to the FTA Charges or collecting FTA Payments, it may be
difficult to find a substitute servicer. In such an event, the timing of
recovery of payment on the Transition Property could be delayed. Any successor
servicer under current law may not be able to invoke a remedy of shutting off
service to a consumer for nonpayment of the FTA Charge. A successor servicer
may otherwise experience difficulties in collecting FTA Payments and
determining appropriate adjustments to FTA Charges. A transfer of servicing
will require regulatory cooperation. See "Servicing" herein.
INACCURATE USAGE AND CREDIT PROJECTIONS
The ability of the Servicer to forecast accurately the electricity usage of
Customers and the delinquency and write-off experience relating to FTA
Payments will affect significantly whether Certificateholders will receive
timely distributions on the Certificates. Actual energy usage may differ from
projections as a result of weather during the relevant period that is warmer
or cooler than expected. In addition, actual energy usage, delinquencies and
write-offs may differ from projections as a result of general economic
conditions, trends in demographics that are not precisely as predicted,
unexpected catastrophes, and other causes. During the past five years, the
Servicer's forecasts for energy consumption have averaged a 0.3 percent
overestimate of usage for Residential Customers and a 2.7 percent
underestimate of usage for Small Commercial Customers. See "The Seller and
Servicer--Forecast Variance" herein. The accuracy of the Servicer's historical
forecasts is not necessarily indicative of the accuracy of the Servicer's
future forecasts, and there can be no assurances that actual usage,
delinquencies and write-offs will not be significantly different from future
forecasts thereof. The adjustment mechanism for the FTA Charges described
under "Description of the Transition Property--Adjustments to the FTA
Charges," as well as the Overcollateralization Amount and the amounts
deposited in the Capital Subaccount, are intended to mitigate these risks
relating to the timing of collections and payments, although the frequency of
the adjustments to the FTA Charges is limited, and, accordingly, delays in
distributions to Certificateholders might result. See "The Seller and the
Servicer--Credit Policy; Billing; Collections; Restoration of Service" herein.
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DELAYS CAUSED BY CHANGES IN PAYMENT TERMS
The Servicer is permitted to alter the terms of billing and collection
arrangements and modify amounts due from Customers. Although the Servicer does
not have the right to change the amount of a Customer's individual FTA Charge,
it does have the right to take actions that in its judgment will maximize
actual collections from Customers with respect to any utility bill. In
addition, the Servicer has the right to write off outstanding bills that it
deems uncollectible in accordance with its customary practices. Such actions
might include, for example, agreeing to an extended payment schedule or
agreeing to write off a portion of an outstanding bill in order to recover a
portion thereof. While Edison has no current intention of taking actions that
would change the billing and collection arrangements in a manner which would
affect adversely the collection of FTA Payments, there can be no assurance
that changes in Edison's customary and usual practices for comparable assets
it services for itself might not result in a determination to do so or that a
successor servicer may not make such a determination. It is possible that any
such changes could delay collections from Customers or result in lower
collections, and accordingly could adversely affect the distribution of
interest on the Certificates on a timely basis or the distribution of the
principal of the Certificates pursuant to the Expected Amortization Schedules
or in full by the applicable Scheduled Final Distribution or Termination
Dates. See "Certain Distribution, Weighted Average Life and Yield
Considerations" herein.
LIMITED CREDIT POLICY AND PROCEDURES
The ability of the Servicer to collect amounts billed to Customers under the
FTA Charges, as adjusted from time to time, will depend in part on the
creditworthiness of the Customers. Edison generally is obligated to provide
service to new Customers under California law, and generally no outside credit
investigations are performed on new Customers. Edison's information regarding
the credit status of new Customers is limited to information regarding prior
service, if any, by Edison to such Customers. Edison relies on the information
provided by Customers and its customer information system audits to indicate
whether a new Customer has had previous service from Edison. If Edison
evaluates the creditworthiness of a significant number of its Customers
incorrectly, resulting in significant increases in delinquencies and write-
offs, delays in distributions to Certificateholders may occur. It is expected
that by the middle of 1998, the creditworthiness of new Customers will be
verified using an on-line credit bureau database. If a Customer falls below a
specific credit score, a security deposit will be required. See "The Seller
and Servicer--Credit Policy; Billing; Collections; Restoration of Service"
herein.
RELIANCE ON AGGREGATORS AND OTHER SUPPLIERS
As part of the deregulation of the California electric industry described
elsewhere herein, there will be an unbundling of generation, transmission,
distribution and billing services. A decision of the CPUC allows alternative
energy services providers ("ESPs") to provide a consolidated bill to their
retail customers covering amounts owed to the ESP for electricity, amounts
owed to the utilities for distribution and other charges, including the
applicable FTA Charges.
Any ESP that provides consolidated billing, including monthly amounts with
respect to the FTA Charges, is required to pay the utility periodic amounts
billed by the utility to the ESP, including the FTA Charges, regardless of the
ESP's ability to collect such amounts from its Customers. In such event, the
collecting ESP will, in effect, replace the Customer as the obligor with
respect to such FTA Charges, and the Servicer, on behalf of the Note Issuer,
will have no right to collect such FTA Charges from the Customer. There can be
no assurance that each ESP will utilize the same customer credit standards as
the Servicer, or that the Servicer will be able to mitigate credit risks
relating to ESPs in the same manner in which it mitigates such risks relating
to its Customers. See "Servicing--Aggregators and Other Suppliers" herein. The
Servicer, on behalf of the Note Issuer, will pursue any ESP that fails to
remit applicable FTA Charges in a manner similar to that by which the Servicer
will pursue any failure by a Customer to remit FTA Charges. The Servicer will
not have the right to pursue Customers of an ESP that defaults in the payment
of FTA Charges. However, the Servicer will have the right to bill and collect
FTA Charges and other amounts payable to the Servicer directly from all of the
ESP's consolidated billing Customers following certain payment defaults by an
ESP. An ESP that has defaulted will
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nevertheless have the right to reinstate consolidated billing six months after
its default upon the satisfaction of certain conditions. Frequent changes in
Customer billing and payment arrangements may result in Customer confusion and
the misdirection or delay of payments, which could have the effect of causing
delays in distributions to Certificateholders. Neither the Seller nor the
Servicer will pay any shortfalls resulting from the failure of any ESPs to
forward FTA Payments to Edison, as Servicer. The true-up adjustment mechanism
for the FTA Charges, as well as the Overcollateralization Amount and the
amounts deposited in the Capital Subaccount, are intended to mitigate this
risk relating to the timing of collections and payments. However, delays in
distributions to Certificateholders might occur as a result of delays in
implementation of the adjustment mechanism.
In addition, to the extent that Customers choose to purchase their
electricity from ESPs that provide consolidated billing, the Note Issuer may
be relying on a small number of ESPs, rather than a large number of Customers,
to remit FTA Charges. In this circumstance, a default in the payment of FTA
Charges by a single ESP that provides electricity services to a large number
of Customers may adversely affect the timing of payments on the Certificates.
COMMINGLING OF FTA PAYMENTS WITH SERVICER'S OTHER FUNDS; INVESTMENT OF FTA
PAYMENTS FOR SERVICER'S ACCOUNT
Except as described under "Servicing--Remittances to Collection Account"
herein, on each Remittance Date the Servicer will remit to the Collection
Account FTA Payments expected to have been received during the preceding
Collection Period. Accordingly, FTA Payments received by the Servicer will not
be segregated from the Servicer's general funds until they are remitted to the
Collection Account. The Servicer will invest FTA Payments received but not yet
remitted for its own account. A failure or inability of the Servicer to remit
the full amount of the estimated FTA Payments on any Remittance Date, whether
voluntary or involuntary, might result in delays in distributions to
Certificateholders. The true-up adjustment mechanism as well as the
Overcollateralization Amount and the amounts deposited in the Capital
Subaccount, are intended to mitigate this risk relating to the timing of
collections and payments. However, delays in distributions to
Certificateholders may occur as a result of delays in implementation of the
adjustment mechanism. Furthermore, six months after the Billing Period during
which bills are rendered, the Actual FTA Payments with respect to such Billing
Period are determined. If there has been a Remittance Shortfall (i.e., Actual
FTA Payments exceed Estimated FTA Payments), the Servicer is required to
increase the amount that it otherwise would remit on the Remittance Date
following the calculation of the Remittance Shortfall, with such increased
amount coming from its own funds. In the event of the insolvency of the
Servicer, payments of the Remittance Shortfall by the Servicer may be delayed
significantly.
UNCERTAINTIES RELATED TO THE ELECTRIC INDUSTRY GENERALLY
UNTRIED NEW CALIFORNIA MARKET STRUCTURE
The California electric industry will change dramatically in the near
future, as a result of recent decisions by the CPUC and enactment of the
Statute. See "Energy Deregulation and New California Market Structure" herein.
The new California electric market structure, scheduled to begin January 1,
1998, has neither been tested nor implemented. Many elements of the new market
structure present novel regulatory issues yet to be resolved as well as many
practical issues of implementation such as the development of systems,
software and procedures for each of (a) the independent power exchange (the
"PX"), which will provide an auction process to match electricity supply and
demand, (b) the independent system operator (the "ISO"), which will have
operational control of the Utilities' transmission facilities and (c) all of
the market participants who will transact with the PX and ISO. If the new
market structure is not implemented in a timely and orderly fashion,
electricity generation, transmission and distribution may be adversely
affected, FTA Payments may not be made as expected, the Servicer's business
may be affected or Certificateholders may fail to receive distributions of
principal and interest.
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CHANGING REGULATORY ENVIRONMENT
In addition to actions taken by the California Legislature and regulation by
the CPUC, the electric industry is also subject to federal law and regulation
by the Federal Energy Regulatory Commission (the "FERC"). At least five bills
were introduced into the 105th Congress, First Session, mandating the
deregulation of the electric utility industry on the state level. In general,
the bills provide for open competition in the furnishing of electricity to all
retail customers. As described above under "--Unusual Nature of the Transition
Property--Possible Federal Preemption of the Statute," at least one of the
bills may prohibit the recovery of FTA Charges; however; none of the bills has
passed in committee. No prediction can be made as to whether these bills, or
any future proposed bills to mandate the deregulation of the electric
industry, will become law or, if they become law, what their final form or
effect would be. Any changes in the existing legal structure regulating the
electric industry might have an impact on the manner in which electricity is
distributed and payments therefor are collected, or on the Servicer and its
business, and thus the likelihood that Certificateholders will receive
distributions in the amounts and at the times scheduled.
CHANGES IN GENERAL ECONOMIC CONDITIONS AND ELECTRICITY USAGE
General economic conditions and technological changes that would
significantly alter power consumption or reduce the residential and small
commercial consumer base in the Seller's historical service area may affect
payments on the Notes and, accordingly, distributions on the Certificates.
Changes in business cycles, departures of Customers from the Seller's
historical service area, weather, occurrence of natural disasters such as
earthquakes and floods, implementation of energy conservation efforts and
increased efficiency of equipment all affect energy usage. If a sufficient
number of Customers reduce significantly their electricity consumption or
cease consuming electricity altogether, the FTA Charges, as adjusted from time
to time through True-Up Mechanism Advice Letters, as described herein,
required to be paid by each remaining Customer may become burdensome. See "--
Unusual Nature of the Transition Property--Reliance on FTA Adjustments"
herein.
RELIANCE ON BROAD BASE OF CUSTOMERS
The FTA Charges are relatively modest in amount on an individual Customer
basis, when imposed on the Seller's current base of Customers. However, if one
or more of the risks described under the heading "--Uncertainties Relating to
the Electric Industry Generally" or an unforeseen catastrophe were to occur,
the number of Customers on whom the FTA Charges would be levied might be
reduced significantly. Such a reduction would increase the amount of the
applicable FTA Charge for each Customer, which might cause more Customers to
avoid paying the applicable FTA Charge after the Rate Freeze Period by leaving
the Territory. If the number of Customers were to be substantially reduced,
the remaining Customers might be unable or unwilling to pay the FTA Charges.
Alternatively, a reduced number of Customers and corresponding higher per
kilowatt hour FTA Charges might increase the reluctance of the CPUC to allow
adjustments to the FTA Charges or provide greater incentive for the California
legislature to amend the Statute in a manner intended to reduce or eliminate
the FTA Charges in respect of the Transition Property. Although the Note
Issuer believes that the likelihood of this scenario occurring is remote, this
result might cause Certificateholders to fail to receive the full amount of
distributions to which they are entitled. Furthermore the Note Issuer expects
that the applicable FTA Charge could be imposed on certain Customers who self-
generate their electricity, based on historical usage. However, the ability of
the Servicer to collect such FTA Charges may be limited because the Servicer
will not have ready access to data about which consumers are self-generating
and will not be able to exercise shut-off rights as an enforcement tool
against a self-generator. Nevertheless, the Servicer's current forecasts of
future electricity demand do not include any shift by Customers to self-
generation because self-generation of electricity by Customers is not expected
to be economically viable during the period in which the Certificates will be
outstanding.
In addition, to the extent that Customers choose to purchase their
electricity from ESPs that provide consolidated billing, the Note Issuer may
be relying on a small number of ESPs, rather than a large number of individual
Customers, to remit FTA Payments. In this circumstance, a default in the
payment of FTA Charges
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by a single ESP that provides electricity services to a large number of
Customers may adversely affect the timing of payments on the Certificates. See
"--Potential Servicing Issues--Reliance on Aggregators and Other Suppliers"
and "Servicing--Aggregators and Other Suppliers" herein.
BANKRUPTCY AND CREDITORS' RIGHTS ISSUES
POTENTIAL BANKRUPTCY OF SELLER
The Seller will represent and warrant in the Sale Agreement that the
transfer of the Transition Property pursuant thereto to the Note Issuer is a
valid sale and assignment of such Transition Property from the Seller to the
Note Issuer. The Seller and the Note Issuer will also represent and warrant
that they will each take the appropriate actions under the PU Code to perfect
this sale. The Statute provides that the transactions described in the Sale
Agreement shall constitute a sale of the Transition Property to the Note
Issuer, and the Seller and the Note Issuer will treat the transactions as a
sale under applicable law, although for financial reporting purposes the
transactions will be treated as debt of the Seller. If the Seller were to
become a debtor in a bankruptcy case, and a creditor or bankruptcy trustee of
the Seller or the Seller itself as debtor in possession were to take the
position that the sale of the Transition Property to the Note Issuer should be
recharacterized as a pledge of such Transition Property to secure a borrowing
of the Seller, and a court were to adopt such position, then delays or
reductions in distributions on the Certificates could result. Regardless of
any specific adverse determinations in an Edison bankruptcy proceeding, the
mere fact of an Edison bankruptcy proceeding could have an adverse effect on
the secondary market of the Certificates, including an adverse effect on the
liquidity and market value of the Certificates.
The Seller and the Note Issuer have taken steps to minimize the risk that in
the event the Seller or an affiliate of the Seller were to become the debtor
in a bankruptcy case, a court would order that the assets and liabilities of
the Seller or such affiliate be substantively consolidated with those of the
Note Issuer. These steps include the fact that the Note Issuer is a separate,
special purpose limited liability company, the organizational documents of
which provide that it shall not commence a voluntary bankruptcy case without
the unanimous affirmative vote of all of its directors. Nonetheless, these
steps may not be completely effective, and thus no assurance can be given that
if the Seller or an affiliate of the Seller were to become a debtor in a
bankruptcy case, a court would not order that the assets and liabilities of
the Note Issuer be consolidated with those of the Seller or such affiliate,
thus resulting in delays or reductions in distributions on the Certificates.
Should the transfer of the Transition Property to the Note Issuer be
recharacterized as a borrowing by the Seller, the Statute provides that there
is a perfected first priority statutory lien on the Transition Property that
secures all obligations to the holders of the Certificates. In addition, in
the Sale Agreement, the Seller grants to the Note Issuer a security interest
in the Transition Property and covenants that the appropriate actions will be
taken to perfect such security interest, although the Seller takes the
position that it has no rights in the Transition Property to which a security
interest could attach.
Pursuant to the Statute and the Financing Order, upon the effective date of
each Issuance Advice Letter associated with the Financing Order, the
Transition Property identified in such Issuance Advice Letter constitutes a
current property right and it thereafter continuously exists as property for
all purposes. Nonetheless, no assurances can be given that if the Seller were
to become the debtor in a bankruptcy case, a creditor of, or a bankruptcy
trustee for, the Seller or the Seller itself as debtor in possession would not
attempt to take the position that, because the payments based on the FTA
Charges are usage-based charges, Transition Property comes into existence only
as Customers use electricity. If a court were to adopt this position, no
assurances can be given that either the statutory lien created by the Statute
or the security interest granted in the Sale Agreement would attach to FTA
Collections in respect of electricity consumed after the commencement of a
bankruptcy case by or against the Seller. If it were determined that the
Transition Property has not been sold to the Note Issuer, and that the
statutory lien created by the Statute and the security interest granted in the
Sale Agreement do not attach to collections of FTA Payments in respect of
electricity consumed after the commencement of a bankruptcy case of the
Seller, then the Certificate Trustee, as Noteholder and for the benefit of
holders of the Certificates, would
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be an unsecured creditor of the Seller, and delays or reductions in
distributions on the Certificates could result. Whether or not the court
determined that the Transition Property had been sold to the Note Issuer, no
assurances can be given that the court would not rule that any FTA Payments
relating to electricity consumed after the commencement of the Seller's
bankruptcy cannot be transferred to the Note Issuer or the Certificate
Trustee, thus resulting in delays or reductions of distributions on the
Certificates.
Because the FTA Charges are usage-based charges, if the Seller were to
become the debtor in a bankruptcy case, a creditor of, or a bankruptcy trustee
for, the Seller, or the Seller itself as debtor in possession could take the
position that the Note Issuer should pay a portion of the costs of the Seller
associated with the generation, transmission, or distribution by the Seller of
the electricity whose consumption gave rise to the FTA Collections that are
used to make distributions on the Certificates. If a court were to adopt this
position, the result could initially be a reduction in the amounts paid to the
Note Issuer, and thus to the holders of the Certificates. The FTA Charges may
be adjusted through True-Up Mechanism Advice Letters, although delays in
implementation thereof may cause delays or reductions in receipt of scheduled
distributions.
Regardless of whether the Seller is the debtor in a bankruptcy case, if a
court were to accept the arguments of a creditor of the Seller that Transition
Property comes into existence only as Customers use electricity, a tax or
government lien or other nonconsensual lien on property of the Seller arising
before the Transition Property came into existence may have priority over the
Note Issuer's interest in such Transition Property, thereby possibly initially
resulting in a reduction of amounts distributed to the holders of the
Certificates. The FTA Charges may be adjusted through True-Up Mechanism Advice
Letters, although delays in implementation thereof may cause a delay in
receipt of scheduled distributions.
POTENTIAL BANKRUPTCY OF SERVICER
For so long as the Servicer maintains a short-term debt rating of at least
"A-1" by Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
("S&P"), and "P-1" by Moody's Investors Service, Inc. ("Moody's") or certain
other conditions are satisfied, the Servicer is entitled to commingle FTA
Payments with its own funds until the relevant Remittance Date. In the event
of a bankruptcy of the Servicer, the Note Trustee likely will not have a
perfected interest in such commingled funds and the inclusion thereof in the
bankruptcy estate of the Servicer may result in delays in distributions due on
the Certificates. Furthermore, if the Servicer is in bankruptcy, it may stop
performing its functions as Servicer and it may be difficult to find a third
party to act as successor Servicer. See "--Potential Servicing Issues--
Reliance on Servicer" herein.
POTENTIAL BANKRUPTCY OF INFRASTRUCTURE BANK
The Infrastructure Bank is a public body established within the state
government of the State of California. The State of California cannot be a
debtor in a case under the Bankruptcy Code. If a court were to determine that
the Infrastructure Bank is an "instrumentality" of the State, rather than an
integral part of the State, then the Infrastructure Bank could become a debtor
in a case commenced under Chapter 9 of the Bankruptcy Code if the requirements
set forth in the Bankruptcy Code for the commencement of a voluntary case
under Chapter 9 were met. An involuntary case cannot be commenced against the
Infrastructure Bank under Chapter 9 and neither a voluntary nor an involuntary
case can be commenced by or against the Infrastructure Bank under any other
chapter of the Bankruptcy Code.
The Certificates will be issued by the Trust, which is a business trust
formed by the Infrastructure Bank under Title 12, Chapter 38 of the Laws of
the State of Delaware (the "Delaware Business Trust Act"). The Trust may be
subject to a voluntary or involuntary case under the Bankruptcy Code. However,
the Trust will be created solely to issue and administer the Certificates, and
the only assets of the Trust will consist of the Notes and the right to
receive payments under any related Swap Agreement. The Trust and the
Infrastructure Bank have taken steps to minimize the risk that in the event
the Infrastructure Bank becomes a debtor in a case under Chapter 9 of the
Bankruptcy Code, a bankruptcy court having jurisdiction over such case would
order that the assets and liabilities of the Trust be substantively
consolidated with those of the Infrastructure Bank. These steps
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include (a) creating the Trust as a separate business trust under the Delaware
Business Trust Act which includes provisions preventing creditors of the
Infrastructure Bank from having any right to the assets of the Trust,
(b) limiting interaction between the Infrastructure Bank and the Trust, (c)
maintaining accounting, bookkeeping, business forms and financial statements
for the Trust separate from those of the Infrastructure Bank, and
(d) restricting the nature of the Trust's business and its ability to commence
a voluntary case under the Bankruptcy Code.
NATURE OF THE CERTIFICATES
LIMITED LIQUIDITY
There is no assurance that a secondary market for any of the Certificates
will develop or, if one does develop, that it will provide the
Certificateholders with liquidity of investment or that it will continue for
the life of such Certificates. It is not anticipated that any Certificates
will be listed on any securities exchange.
RESTRICTIONS ON BOOK-ENTRY REGISTRATION
The Certificates will be initially represented by one or more Certificates
registered in Cede's name, as nominee for DTC, and will not be registered in
the names of the Certificateholders or their nominees. Therefore, unless and
until Definitive Certificates are issued, Certificateholders will not be
recognized by the Certificate Trustee as Certificateholders. Hence, until such
time, Certificateholders will only be able to receive distributions from, and
exercise the rights of Certificateholders indirectly through, DTC and
participating organizations, and, unless a Certificateholder requests a copy
of any such report from the Certificate Trustee or the Servicer, will receive
reports and other information provided for under the Servicing Agreement only
if, when and to the extent provided to Certificateholders by DTC and its
participating organizations. In addition, the ability of Certificateholders to
pledge Certificates to persons or entities that do not participate in the DTC
system, or otherwise take actions in respect of such Certificates, may be
limited due to the lack of physical certificates for such Certificates. See
"Description of the Certificates--Book-Entry Registration" herein.
LIMITED OBLIGATIONS
Neither the Notes nor the Certificates will represent an interest in or
obligation of the Seller, the State of California or the Infrastructure Bank.
The Transition Property owned by the Note Issuer and the other Note
Collateral, which is expected to be relatively small, are the sole source of
payments on the Notes. It is anticipated that the Note Collateral, which is
described under "Description of the Notes--Security" herein, will with the
limited exceptions specified therein constitute the Note Issuer's only assets.
The Note Issuer's organizational documents will restrict its right to acquire
other assets unrelated to the transactions described herein. The Notes are
limited obligations of the Note Issuer, and are the sole assets of the Trust
other than the Trust's rights under any Swap Agreement. The Certificates
represent fractional undivided beneficial interests in the related Class of
Notes held by the Trust, and the sole source of distributions thereon is the
payments on such Notes and, for Floating Rate Certificates, the proceeds of
any Swap Agreement. If distributions are not made on the Certificates in a
timely manner as a result of nonpayment of the related Notes, the
Certificateholders may direct the Certificate Trustee to bring an action
against the Note Issuer to foreclose upon the Transition Property and the
other Note Collateral securing the Notes and, if the Certificate Trustee fails
to bring such action, the Certificateholders may bring such an action
themselves, as described under "Description of the Certificates--Events of
Default" herein. If the Swap Counterparty fails to remit payment of Net Trust
Swap Receipts, the interest rate on the related Floating Rate Certificates
will convert to a fixed rate equal to the rate on the related Class of Notes
effective as of the Distribution Date immediately preceding such default. None
of the Certificates, the Notes or the underlying Transition Property will be
guaranteed or insured by the State of California, the Infrastructure Bank, the
Trust or any other governmental agency or instrumentality or by the Seller or
its affiliates. Neither the full faith and credit nor the taxing power of the
State of California is pledged to the payment of principal of or interest on
the Certificates or the Notes or payments in respect of the Transition
Property.
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ISSUANCE IN SERIES
The Note Issuer expects to issue new Series of Notes from time to time, and
accordingly the Trust is expected to issue new corresponding Series of
Certificates from time to time. While the terms of any Series of Notes and the
corresponding Series of Certificates will be specified in supplements to the
Note Indenture and the Trust Agreement, respectively, and described in the
related Prospectus Supplement, the provisions of supplements to the Note
Indenture and the Trust Agreement and, therefore, the terms of any new Series,
will not be subject to the prior review or consent of holders of the Notes or
Certificates of any previously issued Series. The terms of a new Series of
Certificates may include without limitation the matters described under
"Description of the Certificates--General" herein. The ability of the Trust to
issue any new Series of Certificates is subject to the condition, among
others, that such issuance will not result in any Rating Agency reducing or
withdrawing its then existing rating of the Certificates of any outstanding
Class. There can be no assurance, however, that the issuance of any other
Series of Certificates, including any Series issued from time to time
hereafter, might not have an impact on the timing or amount of distributions
received by a Certificateholder. See "Description of the Certificates--
Conditions of Issuance of Additional Series" herein. In addition, various
matters relating to the Certificates are subject to a vote of all
Certificateholders for all Series and Classes of Certificates, even though
there may be differences in the interests or positions among such Series or
Classes which could result in voting outcomes adverse to the interests of one
or more Series or Classes of Certificates.
LIMITED NATURE OF RATINGS
It is a condition of issuance of each Class of Certificates that they
receive from the Rating Agencies the respective ratings set forth in the
applicable Prospectus Supplement. The ratings of the Certificates address the
likelihood of the ultimate distribution of principal and the timely
distribution of interest on the Certificates. The ratings do not represent an
assessment of the likelihood that the rate of FTA Collections might differ
from that originally anticipated; as a result of such differences, any Series
or Class of Certificates might mature later than scheduled, resulting in a
weighted average life of such Certificates which is more than expected. A
security rating is not a recommendation to buy, sell or hold securities. There
can be no assurance that a rating will remain in effect for any given period
of time or that a rating will not be revised or withdrawn entirely by a Rating
Agency if, in its judgment, circumstances so warrant.
UNCERTAIN DISTRIBUTION AMOUNTS AND WEIGHTED AVERAGE LIFE
The actual dates on which principal is paid on each Class of Certificates
might be affected by, among other things, the amount and timing of receipt of
FTA Collections. Since each FTA Charge will consist of a charge per kilowatt
hour of usage by the applicable class of Customers in the Territory, the
aggregate amount and timing of receipt of FTA Collections (and the resulting
amount and timing of principal amortization on the Certificates) will depend,
in part, on actual usage of electricity by Customers and the rate
delinquencies and write-offs. See "--Potential Servicing Issues--Inaccurate
Usage and Credit Projections" herein. Although the amount of the FTA Charges
will adjust from time to time based in part on the actual rate of FTA
Collections, no assurances can be given that the Servicer will be able to
forecast accurately actual Customer energy usage and the rate of delinquencies
and write-offs and implement adjustments to the FTA Charges that will cause
FTA Payments to be made at any particular rate. If FTA Collections are
received at a slower rate than expected, distributions on a Certificate may be
made later than expected. Because principal will only be distributed at a rate
not to exceed that set forth in the Expected Amortization Schedules, except in
the event of an early redemption, the Certificates are not expected to be
retired earlier than scheduled. A distribution on a date that is earlier than
forecasted will result in a shorter weighted average life, and a distribution
on a date that is later than forecasted will result in a longer weighted
average life. See "Certain Distribution, Weighted Average Life and Yield
Considerations" and "Description of the Transition Property--Adjustments to
the FTA Charges" herein.
EFFECT OF REDEMPTION ON WEIGHTED AVERAGE LIFE AND YIELD
As described more fully under "Description of the Notes--Optional
Redemption" herein, the Note Issuer has the option to redeem all of the
outstanding Notes of any Series on any Payment Date if, after giving effect to
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payments that would otherwise be made on such date, the outstanding principal
balance of such Series of Notes has been reduced to less than five percent of
the initial outstanding principal balance thereof. In addition, the Note
Issuer may be required to redeem the Notes if the Seller is required to
repurchase the Transition Property as a result of a breach of the Seller's
representations and warranties in the Sale Agreement as described herein under
"Description of the Transition Property--Seller Representations and Warranties
and Repurchase Obligation." Redemption of a Series of Notes will require the
Certificate Trustee to redeem the related Series of Certificates. Redemption
will cause such Certificates to be retired earlier than would otherwise be
expected, and if the payment schedule otherwise does not differ from that
originally anticipated, will result in a shorter than expected weighted
average life for such Certificates. Such a redemption may also adversely
affect the yield to maturity of the Certificates. There can be no assurance as
to whether the Note Issuer will redeem any Series of Notes, or as to whether
Certificateholders will be able to receive an equally attractive rate of
return upon reinvestment of the proceeds resulting from any such redemption.
ADDITIONAL RISKS OF FLOATING RATE CERTIFICATES
As described herein under "Description of the Certificates--Floating Rate
Certificates," upon the occurrence of an event of default or termination event
under the Swap Agreement, the Swap Agreement pursuant to which interest will
be paid on any Floating Rate Certificates will terminate or may be terminated.
In particular, the Swap Agreement will be terminated if the Swap
Counterparty's rating by either of Moody's or S&P falls below "AAA" (or the
equivalent rating) (a "Downgrade Event") and the Swap Agreement is not
assigned to a replacement swap counterparty satisfying such ratings criteria
or such lower ratings criteria as may be permitted by the Swap Agreement
within the time period specified in the related Prospectus Supplement. In no
event will any successor swap counterparty, be rated below "A" (or the
equivalent rating) by either of the above-referenced Rating Agencies. Upon the
occurrence of a Downgrade Event and the failure to assign the Swap Agreement,
a termination event will have occurred under the Swap Agreement and, in such
event or upon any other swap termination, the interest rate payable with
respect to the Floating Rate Certificates will convert permanently to a fixed
rate equal to the interest rate on the related Class of Notes, which may be
substantially less than the rate otherwise payable on the Floating Rate
Certificates. In the event of such conversion to a fixed interest rate, both
the liquidity and the market value of the Floating Rate Certificates may be
adversely affected.
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ENERGY DEREGULATION AND NEW CALIFORNIA MARKET STRUCTURE
The electric industry is experiencing intensifying competitive pressures,
particularly in the wholesale generation and industrial customer markets.
Historically, electric utilities operated as regulated monopolies in their
service territories, pursuant to which they were the sole suppliers of
electricity, and in California their rates were set by the CPUC based upon the
utilities' cost of providing services and a reasonable return on their capital
investments. Changes to the traditional market structure are occurring at both
the federal and state levels.
At the federal level, the National Energy Policy Act of 1992 was designed to
increase competition in the wholesale electric generation market by easing
regulatory restrictions on producers of wholesale power and by authorizing the
FERC to mandate access to electric transmission systems by wholesale power
generators. In addition, at least five bills have been introduced in the 105th
Congress, First Session, which would mandate the deregulation of the electric
industry on the state level; however, none of these bills has passed in
committee. In their current forms, some but not all of the bills contain
provisions recognizing the validity of prior state actions relating to
deregulation. At least one of the bills, H.R. 1230, prohibits the recovery of
stranded costs such as the Transition Costs. The entire California delegation
to Congress has signed a letter to the chairman of the House Subcommittee
responsible for holding hearings regarding the bills, which expresses the
shared concern that the effect of the Statute should not be impacted by
federal legislation. No prediction can be made as to whether any of these
bills, or any future proposed bills to deregulate the electric industry, will
become law or, if they become law, what their final form or effect will be.
At the state level, the California electric industry will change
dramatically in the near future as a result of recent decisions by the CPUC
and enactment of the Statute. Among other things, the PX will create a
competitive market for electric energy in California through the creation of a
competitive auction where all suppliers, including the Utilities, municipal
utilities, power marketing agencies, independent power producers, and out-of-
state generators, will have the opportunity to sell electricity according to
established competitive bidding procedures with winning bids awarded to those
suppliers that bid to supply electricity at the lowest price. In addition, the
Utilities will be required, and other transmission owners will be permitted,
to place certain of their transmission facilities under the operational
control of the ISO. Ownership and maintenance of the transmission lines will
remain with the transmission line owners. All power suppliers will receive
nondiscriminatory access to the transmission grid under the control of the ISO
and will be subject to the same protocols and pricing procedures. Customers
will have the opportunity to choose the generators from whom they purchase
their electricity. Notwithstanding these changes, the Utilities are expected
to continue to be the sole providers of electricity distribution services
within their service territories. The Utilities have been encouraged, through
CPUC-established incentives, to divest at least 50 percent of their fossil-
fueled electricity generation assets, in order to address market power issues.
Edison is undertaking to divest all twelve of its natural gas-fired generating
stations.
The changes which are occurring at both the federal and the California
levels will have a significant impact on Edison and the other Utilities, as
well as other entities in the industry. Edison faces greater competition for
resources and for customers. Competitors include privately owned independent
power producers, exempt wholesale power generators, industrial customers
developing their own generation resources, suppliers of natural gas and other
fuels, other investor-owned electric utilities and municipal generators. There
can be no assurance that such trends will not have a significant adverse
impact on Edison's business in the future.
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DESCRIPTION OF THE TRANSITION PROPERTY
GENERAL
In September 1996, legislation implementing an electric industry
restructuring program for the State of California became law. The legislation,
which as amended is referred to herein as the Statute, was adopted to provide,
among other things, for the issuance of "rate reduction bonds," which are the
Certificates issued hereunder, and a ten percent reduction in rates for
services charged to Residential Customers and Small Commercial Customers,
effective as of January 1, 1998 and generally continuing until the earlier of
March 31, 2002 or the date on which Transition Costs have been fully recovered
(the "Rate Freeze Period"). As part of the Statute, Sections 367 and 369 of
the PU Code provide the Seller an opportunity to recover the Transition Costs.
The Transition Costs consist of the costs of generation-related assets and
obligations that may become uneconomic as a result of a competitive generation
market, together with costs for capital additions to generating facilities
that the CPUC determines to be reasonable, costs of refinancing or retiring of
debt or equity capital, and associated federal and state tax liabilities.
Examples of generation-related assets include generation facilities, amounts
recoverable in electric rates pursuant to settlement agreements with the CPUC
in connection with nuclear power plants, power purchase contracts with third-
party generators of electricity (including voluntary restructuring,
renegotiations or terminations thereof) and generation-related regulatory
assets. Generation-related regulatory assets are those "regulatory assets"
whose origin can be attributed to the generation portion of a utility's
business. "Regulatory assets" reflect incurred costs that otherwise would have
been expensed, but have been capitalized because it is probable that such
costs will be recovered in future rates. All of the foregoing generation-
related assets may become uneconomic in a competitive generation market, since
they are obligations that were undertaken either pursuant to legal
requirements or with the understanding that they would be recoverable in rates
approved by the CPUC. Since other participants in a competitive market,
unburdened by these uneconomic assets, may be able to offer electricity at
lower rates, the costs relating to these uneconomic assets may not be
recoverable in market prices in a competitive market.
The Statute provides for the creation of Transition Property, which is the
right to be paid the FTA Payments based on the FTA Charges in order to recover
a portion of the Transition Costs. The Seller has estimated its total
Transition Costs to be as much as $12 billion, and the Financing Order
authorizes the issuance of up to $3 billion of Certificates.
FINANCING ORDER AND ADVICE LETTERS
The Statute authorizes the CPUC to issue the Financing Order, a regulatory
order which allows the Seller to reduce electricity rates for Customers by ten
percent, and approves the amount of the Seller's Transition Costs which the
Seller is permitted to finance through the issuance of rate reduction bonds.
On May 6, 1997, Edison filed its application for the Financing Order with the
CPUC. The CPUC issued the Financing Order dated September 3, 1997. The
Financing Order also permits the sale of Certificates in an aggregate
principal amount not to exceed $3,000,000,000. As issued, the Financing Order
also requires the Seller to reduce electricity rates for the Customers by ten
percent through the Rate Freeze Period. The principal amount of the
Certificates approved in the Financing Order was calculated so as to result in
a reduction in revenue requirements for the Seller sufficient to enable the
Seller to provide the ten percent rate reduction and to enable the owner of
Transition Property to pay interest on and principal of the Certificates,
together with related fees and expenses, including the Overcollateralization
Amount. The principal amount of the Certificates was derived based upon a
number of variables, including sales forecasts and the expected interest rate
and amortization schedule for the Certificates. If estimated usage exceeds the
assumptions used in the Financing Order, the Seller intends to request the
authority to issue additional Certificates to support the rate reduction
resulting from this increased usage. The issuance of additional Certificates
will result in a corresponding increase in the FTA Charges, and thus in the
amounts payable with respect thereto by Customers. See "Description of the
Certificates--Conditions of Issuance of Additional Series" herein.
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The Financing Order, together with the applicable Issuance Advice Letter,
establishes, among other things, the FTA Charges, which constitute separate
nonbypassable charges payable by Residential Customers and Small Commercial
Customers in an aggregate amount sufficient to repay in full the Certificates,
fund the Overcollateralization Subaccount and pay all related fees and
expenses. The FTA Charges are stated to be nonbypassable on the basis that the
Statute authorizes the Note Issuer, as the owner of the Transition Property,
to continue to collect payments based on the FTA Charges from all Customers
notwithstanding any of the circumstances described under "--Nonbypassable FTA
Charges" below. The Statute provides that the right to collect payments based
on the FTA Charges is a property right which may be pledged, assigned or sold
in connection with the issuance of the Certificates. Under the Statute and the
Financing Order, the owner of the Transition Property is entitled to collect
FTA Charges until such owner has received FTA Collections sufficient to retire
all outstanding Series of Certificates and cover related fees and expenses and
the Overcollateralization Amount. The Customers consist of those persons whose
service falls under the tariffs described below in "The Seller and Servicer--
Edison Customer Base and Electric Energy Consumption."
The Financing Order entitles the Note Issuer, as the owner of the Transition
Property, to receive the payments made pursuant to the FTA Charges from all
Residential Customers and Small Commercial Customers. Such payments are
referred to herein as the FTA Payments. The Financing Order requires the
Seller to submit an Issuance Advice Letter to the CPUC with respect to each
Series of Certificates issued. The first Issuance Advice Letter will establish
the initial FTA Charges. The Financing Order provides that Issuance Advice
Letters become effective five business days after filing with the CPUC.
Subsequent Issuance Advice Letters may increase the FTA Charges to support the
issuance of additional Series of Certificates. The Financing Order permits the
Servicer to file True-Up Mechanism Advice Letters to modify the FTA Charges
from time to time, in order to enhance the likelihood of retirement of each
Series and Class of Certificates on a timely basis. See "--Adjustments to the
FTA Charges" herein.
The initial FTA Charges will be calculated by determining first (i)
projected monthly electricity sales to the Customers and the timing and extent
of receipt of payments therefor during the first year following the Closing
Date and (ii) the required amounts to be covered by FTA Collections on a
projected basis, including interest on the Notes, ongoing transaction expenses
including the Servicing Fee, the related Overcollateralization Amount and
scheduled principal payments on the Notes. Then, based on the figures
determined for the two foregoing amounts, the lowest aggregate charges which
will be adequate to cover all of the amounts to be covered by FTA Collections
will be calculated (the "Base Calculation Model"). Because of differences in
the tariff rate for each class of Customers, the FTA Charge payable by
Residential Customers is expected to be different from the FTA Charge payable
by Small Commercial Customers. The initial FTA Charges are expected to result
in FTA Payments by Residential Customers and Small Commercial Customers
representing approximately 84 percent and 16 percent, respectively, of the
aggregate FTA Payments expected to be collected in 1998. The foregoing
percentages may change from time to time based on fluctuations in Customer
composition, electricity usage and delinquency and write-off rates.
The Prospectus Supplement related to a Series of Certificates will specify,
based on the applicable Issuance Advice Letter, the amount of each of the FTA
Charges as of the date thereof.
TRANSITION PROPERTY
The right to be paid the FTA Payments gives rise to a separate property
right under California law and is referred to herein generally as the
"Transition Property." "Transition Property" is defined more specifically in
Section 840(g) of the PU Code as the property right created under the PU Code
including, without limitation, the right, title and interest of an electrical
corporation or its transferee (i) in and to the FTA Charges, as adjusted from
time to time, (ii) to be paid the FTA Payments, and (iii) to obtain
adjustments to the FTA Charges, as provided in the PU Code.
Each Class of Notes will be issued in connection with a specific issuance of
a Class of Certificates. Each Note will be secured by Transition Property, as
well as the other Note Collateral described under "Description
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of the Notes--Security" herein. Following the initial Issuance Advice Letter,
each subsequent Issuance Advice Letter will authorize the creation of
additional Transition Property to support payments on the related Series or
Class of Notes. Any additional Transition Property acquired by the Note Issuer
pursuant to a Sale Agreement will be combined into a single asset with all
other Transition Property acquired by the Note Issuer pursuant to previous
Sale Agreements. Accordingly, the aggregate amount of Transition Property will
increase as additional Issuance Advice Letters become effective.
NONBYPASSABLE FTA CHARGES
The Financing Order provides that the FTA Charges are nonbypassable, meaning
that Customers still will be required to make payments with respect to the
applicable FTA Charges even if the Customer purchases power from a third party
or if another entity takes over a portion of Edison's existing service
territory. Each Customer who leaves Edison's system during the Rate Freeze
Period through annexation by another electricity supplier will pay an ongoing
charge based on the electricity usage of such Customer prior to annexation or
the Customer's actual or estimated current consumption. In such events the
applicable FTA Charge will be based on (i) the last twelve months of the
Customer's recorded pre-departure use, (ii) an average derived from the last
three years of recorded use or (iii) actual use. Small Commercial Customers
whose usage increases to a level above what qualifies under the applicable
tariffs for such customer class are not obligated to pay the FTA Charge. To
the extent that Customers choose to purchase their electricity from ESPs that
provide consolidated billing, the Note Issuer will be relying on a small
number of ESPs, rather than a large number of Customers, to remit FTA
Payments. Under these circumstances, a default in the payment of FTA Charges
by a single ESP that provides electricity services to a large number of
Customers may adversely affect the timing of payments on the Certificates. See
"Servicing--Aggregators and Other Suppliers" herein. In addition, the Note
Issuer expects that the applicable FTA Charge (which will be based on historic
usage) could be imposed on certain Customers who self-generate their
electricity; however, the ability of the Servicer to collect such FTA Charges
may be limited because the Servicer will not have ready access to data about
which consumers are self-generating and will not be able to exercise shut-off
rights as an enforcement tool against a self-generator. Nevertheless, the
Servicer's current forecasts of future electricity demand do not include any
shift by Customers to self-generation, because self-generation of electricity
by Customers is not expected to be economically viable during the period in
which the Certificates will be outstanding.
ADJUSTMENTS TO THE FTA CHARGES
In order to enhance the likelihood that the actual FTA Collections are
neither more nor less than the amount necessary to amortize the Notes in
accordance with the applicable Expected Amortization Schedule, pay all related
fees and expenses, fund the Overcollateralization Subaccount as scheduled and
replenish the Capital Subaccount to the extent amounts are drawn therefrom,
the Servicing Agreement requires the Servicer to seek, and the Financing Order
and the Statute require the CPUC to approve, periodic adjustments to the FTA
Charges based on actual FTA Collections and updated assumptions by the
Servicer as to future usage of electricity by Customers, future expenses
relating to the Transition Property, the Notes and the Certificates, and the
rate of delinquencies and write-offs. The date as of which any calculation is
performed and which forms the basis for a requested adjustment to the FTA
Charges is referred to as a "Calculation Date." The adjustments to the FTA
Charges will continue until all interest and principal on all Series of Notes
and corresponding Series of Certificates have been paid or distributed in
full.
The Financing Order provides that the Servicer will file a routine True-Up
Mechanism Advice Letter annually, requesting modifications to the FTA Charges
which are intended to return the projected principal balance of each
outstanding Series of Certificates to the amount provided for in the Expected
Amortization Schedule within a twelve month period or, if earlier, by the
Final Maturity Date. Modifications to the FTA Charges will also factor in any
amount in the Reserve Subaccount available for distribution to
Certificateholders and any amounts necessary within a twelve-month period: (i)
to fund the Overcollateralization Subaccount up to the Required
Overcollateralization Level and (ii) to the extent that withdrawals have been
made from the Capital
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Subaccount, to ensure that the amount on deposit in the Capital Subaccount
will equal the Required Capital Level.
Calculations of appropriate modifications to the FTA Charges will be made
based on the Base Calculation Model, except that (i) the amount of debt
service and related expenses including funding of the Overcollateralization
Subaccount for the following year and replenishing the Capital Subaccount
shall be increased or decreased to reflect the amount by which expected FTA
Collections through the end of the month preceding the month of calculation
was less than or exceeded the aggregate actual portion of the debt service on
the Certificates and related expenses for such period, (ii) forecasted
electricity sales for the remaining period of the transaction will be revised
based on the methodologies described in "The Seller and Servicer--Forecasting
Consumption" herein, (iii) estimated transaction expenses will be modified to
reflect changed circumstances, (iv) assumed delinquencies and write-offs will
be modified to reflect changed circumstances and (v) an adjustment will be
made to reflect any collections which are expected to be received at the
existing levels of FTA Charges from the end of the month preceding the month
of calculation through the end of the month in which the new FTA Charges
become effective (the "True-Up Mechanism Calculation Model").
The Servicer may also file a routine True-Up Mechanism Advice Letter
quarterly if so specified in the related Prospectus Supplement. Furthermore,
the Financing Order provides that the Servicer may file a non-routine True-Up
Mechanism Advice Letter as often as quarterly, to reflect any changes to the
Base Calculation Model or True-Up Mechanism Calculation Model which are
necessary to meet any Expected Amortization Schedule and fund the Capital
Subaccount and Overcollateralization Subaccount as described above. Finally,
the Statute requires the Servicer to file a True-Up Mechanism Advice Letter
with the CPUC annually, prior to each anniversary of the issuance of the
Financing Order (a "Financing Order Anniversary"); however, given the other
routine filings required to be made, the Servicer does not intend to seek
adjustments on each Financing Order Anniversary, unless necessary. True-Up
Mechanism Advice Letters will take into account amounts available in the
General Subaccount and Reserve Subaccount, and amounts necessary to fund the
Overcollateralization Subaccount and the Capital Subaccount to required
levels, in addition to amounts payable on the Notes.
The Servicing Agreement will require the Servicer to deliver a written copy
of each True-Up Mechanism Advice Letter, together with a copy of all
supporting calculations, to the Note Issuer, the Note Trustee, the
Infrastructure Bank and the Certificate Trustee upon filing such True-Up
Mechanism Advice Letter with the CPUC.
The Financing Order provides that (i) routine True-Up Mechanism Advice
Letters shall be filed with the CPUC annually at least fifteen days before the
end of each calendar year, with resulting adjustments to the FTA Charges to
become effective at the beginning of the next calendar year, (ii) routine
True-Up Mechanism Advice Letters may be filed with the CPUC quarterly at least
fifteen days before the end of each calendar quarter, with resulting
adjustments to the FTA Charges to become effective at the beginning of the
next calendar quarter, (iii) non-routine True-Up Mechanism Advice Letters may
be filed with the CPUC quarterly at least 90 days before the end of each
calendar quarter, with resulting adjustments to the FTA Charges to become
effective at the beginning of the next calendar quarter, and (iv) True-Up
Mechanism Advice Letters shall be filed with the CPUC at least fifteen days
before each Financing Order Anniversary, with resulting adjustments to the FTA
Charges, if necessary, to become effective within 90 days of such Financing
Order Anniversary.
SALE AND ASSIGNMENT OF TRANSITION PROPERTY
On the date on which the initial Series of Certificates is issued and sold
(the "Closing Date"), pursuant to the Sale Agreement the Seller will sell and
assign to the Note Issuer, without recourse, its entire interest in the
Transition Property that is described in the first Issuance Advice Letter
submitted by the Servicer (the "Initial Transition Property"). The net
proceeds received by the Note Issuer from the sale of the Notes will be
applied to the purchase of the Initial Transition Property. Thereafter the
Seller may agree with the Note Issuer to sell additional Transition Property
("Subsequent Transition Property") to the Note Issuer, subject to the
satisfaction of certain conditions. Such Subsequent Transition Property will
be sold to the Note Issuer effective on a date (a "Subsequent Transfer Date")
specified in the written agreement between the Seller and the Note Issuer. The
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Note Issuer will issue and sell additional Notes to the Trust, and the Trust
will issue and sell additional Certificates, in connection therewith.
The Note Issuer will appoint the Servicer as custodian of the documentation
relating to the Transition Property. The Seller's data systems will reflect
the sale and assignment of the Transition Property to the Note Issuer. The
Seller's financial statements will indicate that the Transition Property has
been sold to the Note Issuer and will not be available to creditors, although
for financial reporting purposes the Seller will treat the Transition Property
as representing debt of the Seller.
Subsequent Transition Property may be sold by the Seller to the Note Issuer
from time to time, solely in connection with the issuance and sale of
additional Notes by the Note Issuer and of corresponding additional
Certificates by the Trust. Any conveyance of Subsequent Transition Property is
subject to the following conditions, among others:
(a) the Seller shall have entered into a written sale agreement with the
Note Issuer;
(b) the Seller shall have filed an Issuance Advice Letter with the CPUC
relating to such Subsequent Transition Property, which Issuance Advice Letter
shall have become effective;
(c) as of the applicable Subsequent Transfer Date, the Seller shall not be
insolvent and shall not be made insolvent by such conveyance;
(d) the Rating Agency Condition shall have been satisfied with respect to
such conveyance;
(e) such conveyance will not result in an adverse tax consequence to the
Trust or the Certificateholders;
(f) as of the applicable Subsequent Transfer Date, no breach by the Seller
of its representations, warranties or covenants in the applicable Sale
Agreement shall exist; and
(g) as of the applicable Subsequent Transfer Date, the Note Issuer shall
have sufficient funds available to pay the purchase price for the Subsequent
Transition Property to be transferred on such date and all conditions to the
issuance of new series of Notes and Certificates shall have been satisfied or
waived.
SELLER REPRESENTATIONS AND WARRANTIES AND REPURCHASE OBLIGATION
In the initial Sale Agreement and each subsequent Sale Agreement, the Seller
will make representations and warranties to the Note Issuer to the effect,
among other things, that: (a) the information provided by the Seller to the
Note Issuer with respect to the applicable Transition Property is correct in
all material respects; (b) at the related Series Issuance Date, the applicable
Transition Property is owned by the Seller and is free and clear of all
security interests, liens, charges and encumbrances, no offsets, defenses or
counterclaims exist or have been asserted or threatened with respect thereto
and the Seller, in its capacity as Seller or Servicer, will not at any time
assert any security interest, lien, charge or encumbrance against or with
respect to any applicable Transition Property; (c) at the related Series
Issuance Date, the applicable Transition Property has been validly transferred
and sold to the Note Issuer and all filings (including filings with the CPUC
under the PU Code) necessary in any jurisdiction to give the Note Issuer a
first perfected ownership interest in the applicable Transition Property shall
have been made; (d) under the laws of the State of California and the United
States in effect on the Series Issuance Date (i) the Financing Order and each
Issuance Advice Letter pursuant to which any applicable Transition Property
has been created are in full force and effect; (ii) as of the issuance of the
Certificates, the Certificates are entitled to certain protections provided in
the PU Code and, accordingly, the Financing Order and the Issuance Advice
Letter are not revocable by the CPUC; (iii) none of the State of California,
the CPUC or the Infrastructure Bank may revoke, limit, alter or modify the
Transition Property, the Financing Order or the Advice Letters, and all rights
thereunder, in a manner adversely affecting the Noteholders, other than a
temporary impairment described in the following sentence, until the
Certificates are fully discharged unless adequate provision shall be made by
law for the protection of the Note Issuer, the Trust and the
Certificateholders; (iv) the process by which the Financing Order and the
resolutions of the Infrastructure Bank were approved and the Issuance Advice
Letter was filed, and such order, resolutions and letter themselves, comply
with all applicable
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laws, rules and regulations, and no court or other administrative body can,
prior to the discharge in full of the Certificates unless adequate provision
shall be made by law for the protection of the Certificateholders, order the
revocation, limitation or other impairment of the Financing Order, the
Issuance Advice Letter, the approving resolutions of the Infrastructure Bank,
the Transition Property or the FTA Charges or to enjoin the performance of any
obligations thereunder; and (v) no other approval or filing with any other
governmental body is required in connection with the creation of the
Transition Property, except those that have been obtained or made; (e) the
assumptions used in calculating the FTA Charges related to the applicable
Transition Property are reasonable and made in good faith; (f) upon the
effectiveness of the Issuance Advice Letter: (i) all of the Transition
Property constitutes a current property right; (ii) the Transition Property
includes, without limitation, (A) the right, title and interest in and to the
FTA Charges, as adjusted from time to time, (B) the right to be paid the total
amounts set forth in the Issuance Advice Letter, (C) the right, title and
interest in and to all revenues, collections, claims, payments, money, or
proceeds of or arising from the FTA Charges set forth in the Issuance Advice
Letter, and (D) all rights to obtain adjustments to the FTA Charges pursuant
to the Financing Order; and (iii) the holders of the Transition Property are
entitled to recover the Transition Costs described in the Financing Order or
the Issuance Advice Letter in the aggregate amount equal to the principal
amount of the Notes and the Certificates, all interest thereon, the
Overcollateralization Amount relating to the Notes and all related fees, costs
and expenses in respect of the Notes and the Certificates until they have been
paid in full; (g) the Seller is a corporation duly organized and in good
standing under the laws of the State of California, with power and authority
to own its properties and conduct its business as currently owned or conducted
and to execute, deliver and perform the terms of the Sale Agreement; (h) the
execution, delivery and performance of the Sale Agreement have been duly
authorized by the Seller by all necessary corporate action; (i) the Sale
Agreement constitutes a legal, valid and binding obligation of the Seller,
enforceable against the Seller in accordance with its terms; (j) the
consummation of the transactions contemplated by the Sale Agreement do not
conflict with the Seller's articles of incorporation or bylaws or any material
agreement to which the Seller is a party or bound, result in the creation or
imposition of any lien upon the Seller's properties or violate any law or any
order, rule or regulation applicable to the Seller; (k) no governmental
approvals, authorizations or filings are required for the Seller to execute,
deliver and perform its obligations under the Sale Agreement except those
which have previously been obtained or made; and (l) except as disclosed to
the Note Issuer, no court or administrative proceeding or investigation is
pending or, to the Seller's knowledge, threatened (i) asserting the invalidity
of, or seeking to prevent the consummation of the transactions contemplated
by, the Sale Agreement, the Note Indenture, the Trust Agreement or any of the
other Basic Documents, (ii) seeking a determination that might materially and
adversely affect the performance by the Seller of its obligations thereunder,
or (iii) which might adversely affect the federal or state income tax
attributes of the Notes or the Certificates. For purposes of clause (d) (iii)
above, a "temporary impairment" shall mean a breach of the State Pledge
effecting a temporary impairment of the Certificateholders' rights which under
current law would be permitted if it can be shown to be necessary to advance
an important public interest; such a public interest may arise in connection
with a great public calamity, which might, for example, include economic
upheaval or natural disasters.
In the event of a breach by the Seller of any representation specified in
clause (d) or clause (f) above that has a material adverse effect on the
Certificateholders, the Seller shall be obligated to repurchase the Transition
Property from the Note Issuer at a purchase price equal to the outstanding
principal amount of the Notes and all accrued and unpaid interest thereon as
of the date that is five Certificate Business Days after the repurchase date
(the "Repurchase Price"); provided, however, that the Seller shall not be
obligated to repurchase the Transition Property if (A) within 90 days after
the date of the occurrence thereof such breach is cured or the Seller takes
remedial action such that there is not and will not be a material adverse
effect on the Certificateholders as a result of such breach and (B) the Seller
either (i) if the Seller had, immediately prior to the breach, a long term
debt rating of at least "BBB-" or the equivalent by each of the Rating
Agencies (or such other long-term debt rating as shall be approved by the
Rating Agencies) and enters into a binding agreement with the Note Issuer to
pay any amounts necessary so that all interest payments due on the Notes
during such 90-day period will be paid in full or (ii) if the Seller does not
have such long term debt ratings, deposits, within two business days of such
breach, an amount in escrow with the Note Trustee sufficient to pay all
interest payments, taking into account amounts available in the Collection
Account, which will become due on the Notes during such 90-day period. Such
escrowed amounts will be used by the Note Trustee to make such interest
payments if there are not
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sufficient funds otherwise available therefor. The Sale Agreement will provide
that any change in the law by legislative enactment, constitutional amendment
or voter initiative that renders any of the foregoing representations untrue
would not constitute a breach under the Sale Agreement.
In the event of a breach by the Seller of any other representation or
warranty specified in clauses (b), (c), (g), (h), (i) or (j) above that has a
material adverse effect on the Certificateholders, if, within 30 days after
the Seller receives written notice from the Note Trustee or the Certificate
Trustee or otherwise becomes aware of such breach, such breach has not been
cured and the Seller has not taken remedial action such that there is not and
will not be a material adverse effect on the Certificateholders as a result of
such breach then the Seller shall be required to repurchase the Transition
Property for the Repurchase Price. Upon the payment by the Seller of the
Repurchase Price, no person shall have any other claims, rights or remedies
against the Seller for a breach of the foregoing representations and
warranties. In the event of a breach of any other representation or warranty
of the Seller specified above, the Seller shall be required to indemnify,
defend and hold harmless the Note Issuer, the Trust, the Noteholders, the Note
Trustee, the Delaware Trustee, the Certificate Trustee, the
Certificateholders, the California State Treasurer's Office, as agent for sale
(the "STO"), and the Infrastructure Bank against any costs, expenses, losses,
claims, damages and liabilities incurred as a result of such breach. The
Seller will also agree to take any legal or administrative action, including
defending against or instituting and pursuing legal actions, as may be
reasonably necessary to protect the Note Issuer and the Certificateholders
from claims, state actions or other actions or proceedings of third parties
which, if successfully pursued would result in a breach of any representation
described above.
CERTAIN DISTRIBUTION, WEIGHTED AVERAGE LIFE AND YIELD CONSIDERATIONS
The rate of principal distributions on each Class of Certificates, the
aggregate amount of each interest distribution on each Class of Certificates
and the actual maturity date of each Class of Certificates will be related to
the rate and timing of receipt of FTA Collections. Accelerated receipts of FTA
Collections will not result in principal distributions on the Certificates
earlier than the related Scheduled Final Distribution Dates since receipts in
excess of the amounts necessary to amortize the Certificates in accordance
with the applicable Expected Amortization Schedule will be deposited in the
Reserve Subaccount for distribution in accordance with such schedule. However,
delayed receipts of FTA Collections may result in principal distributions on
the Certificates that occur later than the related Scheduled Final
Distribution Dates.
The actual distributions on each date for each Class of Certificates and the
weighted average life thereof will be affected primarily by the rate of FTA
Collections and the timing of receipt of such FTA Collections, as well as
amounts available in the Reserve Subaccount, the Overcollateralization
Subaccount and the Capital Subaccount. Since each FTA Charge will consist of a
charge per kilowatt hour of usage by the applicable class of Customers, the
aggregate amount of FTA Collections and the rate of principal amortization on
the Certificates will depend, in part, on actual energy usage by Customers and
the rate of delinquencies and write-offs. Although the amounts of the FTA
Charges will be adjusted from time to time based in part on the actual rate of
FTA Collections, no assurances are given that the Servicer will be able to
forecast accurately actual electricity usage and the rate of delinquencies and
write-offs or implement adjustments to the FTA Charges that will cause FTA
Collections to be received at any particular rate. See "Risk Factors--Unusual
Nature of the Transition Property" and "Description of the Transition
Property--Adjustment to the FTA Charges--Reliance on FTA Adjustments" herein.
If FTA Collections are received at a slower rate than expected, a Certificate
may be retired later than expected. Because principal will only be distributed
at a rate not faster than that contemplated in the Expected Amortization
Schedules, except in the event of an early redemption or the acceleration of
the maturity of the Certificates after an Event of Default, the Certificates
are not expected to mature earlier than scheduled. A distribution on a date
that is earlier than forecasted will result in a shorter weighted average
life, and a distribution on a date that is later than forecasted will result
in a longer weighted average life. In addition, if a larger portion of the
delayed distributions on the Certificates are received in later years, this
will result in a longer weighted average life of the Certificates.
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No assurances are given that the representations made herein and in the
Prospectus Supplement as to the particular factors that will affect the rate
of FTA Collections, the relative importance of such factors, the percentage of
the principal balance of the Certificates that will be distributed as of any
date or the overall rate of FTA Collections will be realized.
In addition, the Note Issuer has the option to redeem all of the outstanding
Notes of any Series on any Payment Date if, after giving effect to payments
that would otherwise be made on such date, the outstanding principal balance
of such Series of Notes has been reduced to less than five percent of the
initial principal balance thereof. Redemption of a Series of Notes will
require the Certificate Trustee to redeem the related Series of Certificates.
Redemption will cause such Certificates to be retired earlier than would
otherwise be expected and may adversely affect the yield to maturity of the
Certificates. There can be no assurance as to whether the Note Issuer will
exercise the option to redeem any Series of Notes, or as to whether
Certificateholders will be able to receive an equally attractive rate of
return upon reinvestment of the proceeds resulting from any such redemption.
THE TRUST
The Trust will be specifically created for the purpose of acquiring the
Notes. The Trust will be formed under the laws of the State of Delaware
pursuant to the Trust Agreement to be entered into among the Infrastructure
Bank, the Delaware Trustee and the Certificate Trustee, each such trustee not
in its individual capacity but acting as trustee on behalf of the holders of
the Certificates. The Trust will not be an agency or instrumentality of the
State of California. The Trust will have no assets other than the Notes and
the Trust's rights under any Swap Agreement. The Trust Agreement will not
permit the Trust to engage in any activities other than holding such assets,
issuing the Certificates, acting as paying agent and engaging in certain other
activities related thereto.
Each Class of Certificates offered hereby will represent a fractional
undivided beneficial interest in the corresponding Class of Notes, including
all monies due and to become due under such corresponding Class of Notes, and
will represent the right to receive a portion of the payments of principal of
and interest on the corresponding Class of Notes, together with payments
pursuant to any related Swap Agreement. See "Description of the Certificates--
Payments and Distributions" herein.
The Fee and Indemnity Agreement among the Note Issuer, the Note Trustee, the
Infrastructure Bank, the Delaware Trustee and the Certificate Trustee (the
"Fee Agreement") will provide that the Note Issuer will pay the Delaware
Trustee's and the Certificate Trustee's fees and expenses. The Fee Agreement
will further provide that the Delaware Trustee, the Certificate Trustee, the
STO and the Infrastructure Bank will be entitled to indemnification by the
Note Issuer for, and will be held harmless against, any loss, liability or
expense incurred by the Delaware Trustee, the Certificate Trustee, the STO and
the Infrastructure Bank, as applicable, arising from the issuance of the
Certificates and any ongoing responsibilities associated therewith (other than
through such party's own willful misconduct, bad faith or negligence or by
reason of a breach of any of its representations or warranties set forth in
the Trust Agreement).
The fiscal year of the Trust will be the calendar year.
The Trust will be formed shortly prior to the first offering of Certificates
as a special purpose Delaware business trust and, as of the date of this
Prospectus, has not carried on any business activities and has no operating
history. Because the Trust does not have any operating history, this
Prospectus does not include any financial statements or related information
for the Trust.
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THE INFRASTRUCTURE BANK
The Infrastructure Bank is a public body organized within the government of
the State of California and created pursuant to the Bergeson-Peace
Infrastructure and Economic Development Bank Act, codified at (S) 63000 et
seq. of the California Government Code, as amended (the "Act"). The
Infrastructure Bank is governed, and its corporate powers are exercised, by a
Board of Directors consisting of the State Director of Finance, the State
Treasurer and the State Secretary of Trade and Commerce.
Pursuant to the Act and the Statute, the Infrastructure Bank may authorize a
"special purpose trust" created by the Bank to issue "rate reduction bonds"
and to purchase with the proceeds of such "rate reduction bonds" notes issued
by the Utilities or their affiliates secured by Transition Property. For the
purposes of the Act and the Statute, the Trust will constitute a "special
purpose trust" and each Series of Certificates issued by the Trust will
constitute "rate reduction bonds" entitled to all of the benefits under the
Statute.
Pursuant to a resolution duly adopted by the Infrastructure Bank, the
Infrastructure Bank, at or before the delivery of any Series or Class of
Certificates, has made or will make certain findings, determinations and
approvals with respect to such Certificates, as required by the Act and
Statute. The validity of such resolution may be subject to challenge under
applicable law for 60 days. At the Closing Date for any Series or Class of
Certificates, the General Counsel to the Infrastructure Bank will issue an
opinion to the effect that such resolution has been duly and validly adopted
by the Infrastructure Bank and that such resolution is in full force and
effect.
Pursuant to the Act, the Infrastructure Bank has no authority to alter or
modify any term or condition related to the Transition Costs or the Transition
Property as set forth in the Financing Order, and has no authority over any
matter that is subject to the approval of the CPUC.
The Certificates do not represent an interest in or obligation of the State
of California, the Infrastructure Bank, any other governmental agency or
instrumentality or the Seller or any of its affiliates. None of the
Certificates, the Notes or the underlying Transition Property will be
guaranteed or insured by the State of California, the Infrastructure Bank, the
Trust or any other governmental agency or instrumentality or by the Seller or
any of its affiliates. None of such entities will have any obligations in
respect of the Certificates, except as expressly set forth herein or in the
related Prospectus Supplement.
Neither the full faith and credit nor the taxing power of the State of
California or any agency or instrumentality thereof is pledged to the
distributions of principal of, or interest on, the Certificates or the Notes
or to the payments in respect of the Transition Property.
THE NOTE ISSUER
The Note Issuer is a special purpose, single member limited liability
company organized under the laws of the State of Delaware. The Seller is the
sole member of the Note Issuer. The principal executive office of the Note
Issuer is located at 2244 Walnut Grove Avenue, Room 180, Rosemead, CA 91770.
The telephone number of the Note Issuer is (626) 302-1850. The Note Issuer was
organized for the limited purpose of holding and servicing the Transition
Property and issuing Notes secured by the Transition Property and the other
Note Collateral and related activities, and is restricted by its
organizational documents from engaging in other activities. The assets of the
Note Issuer will consist primarily of the Transition Property and the other
Note Collateral, including the capital contributed by Edison as described
under "Description of the Notes--Capital Subaccount." In addition, the Note
Issuer's organizational documents require it to operate in a manner such that
it should not be consolidated in the bankruptcy estate of Edison in the event
Edison becomes subject to such a proceeding.
The Note Issuer is a recently formed special purpose limited liability
company and, as of the date of this Prospectus, has not carried on any
business activities and has no operating history. Audited financial statements
of the Note Issuer are included as an exhibit to this Prospectus.
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OFFICERS AND DIRECTORS
The following is a list of the principal officers and the directors of the
Note Issuer. All such officers have served in the capacities set forth below
since July 1, 1997, and all directors have served in such capacity since
November 6, 1997. The officers and directors will devote such time as is
necessary to the affairs of the Note Issuer. The Note Issuer will have
sufficient officers and employees to carry on its business.
<TABLE>
<CAPTION>
NAME AGE TITLE
---- --- -----
<S> <C> <C>
Theodore F. Craver, Jr. .... 46 President and Director
Mary C. Simpson............. 46 Vice President, Treasurer and Director
Kenneth S. Stewart.......... 46 Secretary and General Counsel
George T. Tabata............ 39 Assistant Treasurer and Assistant Secretary
Anand Maniktala............. 48 Director
</TABLE>
Theodore F. Craver, Jr., is President and a director of the Note Issuer. Mr.
Craver has served as Vice President and Treasurer of Edison and its parent
Edison International since he joined Edison on September 3, 1996. Previously,
Mr. Craver served as executive vice president and corporate treasurer of First
Interstate Bancorp from 1991 to 1996. In this role, he was responsible for
corporate development, treasury, and sales and trading of investment and
insurance products. Mr. Craver also served as executive vice president and
chief financial officer of First Interstate's wholesale banking subsidiary
from 1986 to 1991.
Mary C. Simpson is Vice President, Treasurer and a director of the Note
Issuer. Dr. Simpson has served as an Assistant Treasurer of Edison and its
parent Edison International since July 18, 1996 and has served as Director of
Treasury Operations and Regulatory Finance of Edison since October 6, 1997,
with responsibility for cash management, long-term finance, pension
investments, and regulatory finance. Previously, Dr. Simpson has held various
positions as director and manager of these functions.
Kenneth S. Stewart is Secretary and General Counsel of the Note Issuer. Mr.
Stewart has served as Assistant General Counsel of Edison and its parent
Edison International since March 1, 1992. In addition, Mr. Stewart served as
Secretary of both companies from November 19, 1992 until January 1, 1996 and
has served as an Assistant Secretary of both companies since January 1, 1996.
George T. Tabata is Assistant Treasurer and Assistant Secretary of the Note
Issuer. Mr. Tabata has served as Project Manager of Long-Term Finance at
Edison since October 6, 1997. Previously, Mr. Tabata has held various project
manager, supervisor and analyst positions in business planning, cash
management, and corporate financing planning and analysis.
Anand Maniktala is the independent director of the Note Issuer (the
"Independent Director"). Mr. Maniktala was appointed to serve as the
Independent Director of the Note Issuer on November 6, 1997. Mr. Maniktala is
Senior Vice President of the Credit Policy Division of Home Savings of
America, where he has been employed since October 15, 1997. From May through
December 1996, Mr. Maniktala served as a Senior Vice President of Wells Fargo
Bank, where he was responsible for credit risk management and loan acquisition
and underwriting. From 1983 to 1996, Mr. Maniktala served in various executive
positions at First Interstate Bancorp.
No compensation has been paid by the Note Issuer to any officer or director
of the Note Issuer since the Note Issuer was formed. The officers and
directors of the Note Issuer, other than the Independent Director, will not be
compensated by the Note Issuer for their services on behalf of the Note
Issuer. The Independent Director will be paid an annual retainer of $6,500,
plus a fee of $500 per meeting of the board of directors, and will be
reimbursed for expenses. Each officer serves in such capacity at the
discretion of the Note Issuer's Board of Directors. Edison is an affiliate of
the Note Issuer. The Note Issuer's organizational documents limit, to the
extent permitted by Delaware law, the personal liability of each officer and
director of the Note Issuer to the Note Issuer for monetary damages resulting
from breaches of such officer's or director's duty of care. The Note Issuer's
organizational documents provide that officers and directors of the Note
Issuer shall be indemnified against liabilities incurred in connection with
their services on behalf of the Note Issuer, including liabilities under
applicable securities laws.
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THE SELLER AND SERVICER
GENERAL
The Seller was incorporated under California law in 1909. The Seller is a
public utility primarily engaged in the business of supplying electric energy
to an approximately 50,000 square-mile area of central and southern
California, excluding the City of Los Angeles and certain other cities. This
area includes some 800 cities and communities and a population of more than
11,000,000 people. During 1996, 39 percent of the Seller's total operating
revenue was derived from residential customers, 37 percent from commercial
customers, twelve percent from industrial customers, seven percent from public
authorities, four percent from agricultural and other customers and one
percent from resale customers. The Seller comprises the major portion of the
assets and revenues of Edison International, its parent holding company.
As an investor-owned electric utility, the Seller is regulated by the CPUC
and the FERC.
EDISON CUSTOMER BASE AND ELECTRIC ENERGY CONSUMPTION
Edison's customer base is divided into several categories, including the
residential and small commercial categories covered by the Statute.
Residential Customers are all customers served on rate schedules in Edison's
"Domestic" rate group, including all customers on Schedules D, D-APS, D-CARE,
DE, DM, DMS-1, DMS-2, DMS-3, DS, TOU-D-1, TOU-D-2 and TOU-EV-1. These rates
are available for residential uses such as lighting, heating, cooking and
other domestic purposes. Small Commercial Customers are all customers on
Edison's rate schedules GS-1, TOU-GS-1, TOU-EV-3 and GS-1 customers taking
service on GS-APS. These rates are available to general service customers
whose monthly maximum demand does not exceed twenty kilowatts for any three
billing periods during the preceding twelve month period. General service
usage is service to any lighting or power installation except those eligible
for service on single-family and multi-family domestic, street lighting,
outdoor area lighting, traffic control, resale or standby schedules.
Factors influencing the number of customers and kilowatt-hour consumption
include the general economic climate in Edison's service territory as it
impacts net migration of Residential Customers and Small Commercial Customers.
Another factor influencing kilowatt-hour sales is temperature through its
impact on air conditioning and cooling usage. The number of Small Commercial
Customers and kilowatt-hour consumption would also be influenced by the level
of business activity associated with the particular Small Commercial Customer.
Other factors impacting the kilowatt-hour consumption of both Residential
Customers and Small Commercial Customers, primarily over the longer term,
would include the availability of more energy efficient appliances, new energy
consuming technologies and the customer's ability to acquire these new
products.
For each of the two categories of Customers specified by the Statute, the
table below sets forth the number of Customers and electric energy consumption
in recent years.
CUSTOMERS AND ENERGY CONSUMPTION
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Average Number of Customers:
Residential............... 3,527,410 3,546,065 3,560,951 3,586,918 3,618,734
Small Commercial.......... 380,104 389,917 394,992 400,824 404,577
Energy Consumption (GWh):
Residential............... 22,136 21,375 22,163 22,070 22,751
Small Commercial.......... 4,048 3,866 3,965 4,000 4,142
--------- --------- --------- --------- ---------
Total................... 26,184 25,241 26,128 26,070 26,893
========= ========= ========= ========= =========
Average Revenue per Customer
(c/kWh):
Residential............... 12.061 12.029 12.264 12.833 12.402
Small Commercial.......... 13.264 13.171 13.387 14.065 13.379
</TABLE>
49
<PAGE>
FORECASTING CONSUMPTION
The Base Calculation Model and the True-Up Mechanism Calculation Model rely
on Edison's electric sales forecast. The short-term forecast uses statistical
methods to relate kilowatt-hour sales growth by customer class to key economic
and demographic variables. The statistical method used is multiple linear
regression. The customer classes included in the forecast are residential,
commercial, industrial, public authorities and agricultural. The key variables
used have included: number of customers, employment, personal income, price of
electricity and weather (temperature and rainfall). The economic variables
used are developed specific to the Edison service territory by using county
employment data. The forecast of California economic growth is based upon the
forecasts provided by the UCLA Economic Forecasting Project. Other factors
which are included in the forecast are the effects of military base shutdowns,
the effects of energy conservation programs (including Edison programs,
Federal appliance and lighting standards, and State building standards),
specific trends in certain industries, and certain cogeneration (self-
generation). Data on a quarterly basis are used in the model. These short-term
models are relatively easy to implement and can be updated more than once a
year if needed. These forecasts also will be used in calculating the FTA
Charges for any given period, in order to determine the revenues required (in
the form of FTA Payments) to meet the Expected Amortization Schedules.
FORECAST VARIANCE
Edison conducts sales forecast variance analyses on a regular basis to
monitor the accuracy of forecasts against recorded consumption. This is
important for short-term resource procurement functions as well as budgeting
and financial reporting.
The table below presents the forecasts of retail sales of Edison for the
years 1992 through 1996. Each forecast was made in the prior year. For
example, the 1992 forecast of 22,298 GWh was prepared in 1991.
ANNUAL FORECAST VARIANCES (GWH)
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
RESIDENTIAL
Forecast............................. 22,298 22,389 22,021 22,111 22,068
Actual............................... 22,136 21,375 22,163 22,070 22,751
Variance........................... 0.7% 4.5% -0.6% 0.2% -3.1%
SMALL COMMERCIAL
Forecast............................. 4,330 3,851 3,591 3,780 4,002
Actual............................... 4,048 3,866 3,965 4,000 4,142
Variance........................... 6.5% -0.4% -10.4% -5.8% -3.5%
</TABLE>
During the last five years, no discernible trend is apparent with respect to
the historical forecast variance relating to the Residential Customers or the
Small Commercial Customers. With respect to the Residential Customers, the
variance has ranged from a 4.5 percent overestimate of usage to a 3.1 percent
underestimate of usage, with an average 0.3 percent overestimate of usage.
With respect to the Small Commercial Customers the variance has ranged from a
6.5 percent overestimate of usage to a 10.4 percent underestimate of usage,
with an average 2.7 percent underestimate of usage.
Actual usage depends on several factors, including weather and economic
conditions. For example, while Edison's forecast methodology assumes normal
conditions, abnormally hot summers can add an extra two percent in sales. In
addition, regional economic conditions, like the recent Southern California
recession, can affect sales. Accordingly, variations in conditions will affect
the accuracy of a forecast.
50
<PAGE>
CREDIT POLICY; BILLING; COLLECTIONS; RESTORATION OF SERVICE
The credit, billing, collections and restoration of service policies and
procedures of Edison are subject to CPUC guidelines which may, from time to
time, change. In addition, Edison may change such policies and procedures from
time to time. It is expected that any such change would be designed to enhance
Edison's ability to make timely recovery of amounts billed to Customers. Under
the Servicing Agreement, the changes so instituted by Edison will also apply
to the servicing by Edison, as the Servicer, of the Transition Property.
Credit Policy. Edison is obligated to provide service to all customers in
its historical service territory under California law. Edison relies on the
information provided by the customer and its customer information system
audits to indicate whether the customer has been previously served by Edison.
It is expected that by the middle of 1998, the creditworthiness of new
Customers will be verified using an on-line credit bureau database. If a
Customer falls below a specific credit score, a security deposit will be
required.
Certain accounts are secured with deposits or guarantees to reduce losses.
Since the vast majority of customers pay their bills within the allotted time,
it is not necessary to require deposits from all customers. Specific criteria
have been developed for establishing credit. These criteria are based on such
factors as prior service, property ownership, or providing an acceptable
guarantor.
As a rule, Residential Customers may establish credit by depositing cash
equal to twice the average monthly bill, furnishing a satisfactory guarantor,
or owning the premises to be served or other property in the service
territory. Deposits or guarantees may not be required if the applicant has
been an Edison customer during the past two years, and (a) the applicant has
not had more than two past-due billings during the last twelve consecutive
months, (b) the applicant has paid all bills for domestic service previously
supplied to the applicant and has proof of payment, or (c) the applicant's
credit is otherwise established to the satisfaction of Edison. Credit that is
"established to the satisfaction of Edison" is a broad category that includes
options such as acceptable payment records with other utilities, credit
scoring, and other factors that would establish creditworthiness.
Small Commercial Customers may establish credit by depositing cash equal to
twice the maximum monthly bills, owning substantial equity in the location to
be served, furnishing a satisfactory guarantor or otherwise establishing
credit to the satisfaction of Edison.
Deposits or guarantees may not be required if the applicant has been an
Edison customer during the past two years with like service, during the past
twelve consecutive months of that prior service has not had more than two past
due bills, the billing for the previous service was equal to at least 50
percent of that estimated for the new service, and the customer has paid all
prior Edison bills.
Billing Process. Edison bills its customers once every 27 to 33 days, with
approximately an equal number of bills being distributed each Servicer
Business Day. Any day other than a Saturday, a Sunday or a day on which the
Servicer's offices are not open for business is a "Servicer Business Day." For
the year ending December 31, 1996, Edison mailed out an average of 200,000
bills on each Servicer Business Day to customers in its various customer
categories.
For accounts with potential billing errors exception reports are generated
for manual review. This review examines accounts that have abnormally high or
low bills, potential meter-reading errors and possible meter malfunctions.
Collection Process. Edison receives approximately 76 percent of its total
bill payments, by number of bills, via the U.S. mail. Approximately nineteen
percent are received at authorized payment agencies and one percent of bill
payments are received at local offices. Edison receives the remainder of
payments via electronic payment options, electronic funds transfer, credit
card payments and electronic data interchange.
51
<PAGE>
Two days after the meter is scheduled to be read, bills are processed and
mailed to customers. Bills are due on presentation, and are considered past
due after nineteen calendar days for both small commercial and residential
accounts. Timing and collection follow-up is based on customer type, as
follows.
For Residential Customers, an overdue notice is sent with the second month's
bill if a payment has not been received by the time the second month's bill is
prepared for presentation to the Customer on a monthly basis. Eight days after
the overdue notice is issued, a final call notice is mailed directly to the
Customer if the past due amount is still outstanding. The due date on the
final call is approximately 50 days after the initial bill is presented to the
Customer. The Customer is subject to service disconnection if the amount owing
is unpaid upon expiration of the final call notice. A telephone contact, or
reasonable attempt at making a telephone contact, is made to all Residential
Customers prior to service shut off as required by the PU Code.
For Small Commercial Customers, twenty calendar days after the first
billing, a fifteen day notice is mailed directly to Small Commercial
Customers. A 24-hour notice, although not required, is often given to notify
Small Commercial Customers that shut-off is scheduled.
For both Residential and Small Commercial Customers, a closing bill
including all unpaid amounts is generally issued within three to ten days
after service termination. Unpaid closed accounts are written-off six months
after the closing bill is issued.
Restoration of Service. Before restoring service that has been shut-off for
non-payment, Edison has the right to require the payment of all of the
following charges: (i) certain amounts owing on an account including the
amount of any past-due balance for disconnectible charges for which legal
noticing requirements were met prior to service termination, the current
billing, and a credit deposit, if requested; (ii) any miscellaneous charges
associated with the reconnection of service (i.e., reconnection charges, field
collection charges, and/or returned check charges); (iii) any charges assessed
for unusual costs incidental to the termination or restoration of service
which have resulted from the customer's action or negligence; and (iv) any
unpaid closing bills from other accounts in the name of the customer of
record.
LOSS EXPERIENCE
The following table sets forth information relating to the historical net
write-offs of the Servicer for Residential Customers and Small Commercial
Customers for each of the years shown. Such historical information is
presented herein because Edison's actual experiences with respect to write-
offs may be indicative of the timing of FTA Payments.
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997(2)
---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Residential(1)......................... 0.60% 0.82% 0.55% 0.51% 0.55% 0.67%
Small Commercial(1).................... 0.33% 0.54% 0.39% 0.36% 0.39% 0.49%
</TABLE>
- --------
(1) Edison has not historically maintained information regarding write-offs by
customer group, but has maintained such information in the aggregate for
all customers and at the individual account level. The percentages
disclosed in this table are Edison's best estimate based on available
information. Accordingly, the estimated write-off information may not be
representative of actual write-off experience for Small Commercial
Customers.
(2) The information for 1997 is based on loss experience for the period
beginning January 1997 through June 1997.
During the last five and a half years, the historical net write-offs for
both Residential Customers and Small Commercial Customers have remained
relatively constant with no discernible trend upwards or downwards. The trend
in historical net write-offs for both categories of Customers continues to be
statistically insignificant.
52
<PAGE>
AGING
The following table sets forth information relating to the average number of
days bills remain outstanding, measured from the midpoint of customer usage
(rather than when the bill is rendered) with respect to Residential Customers
and commercial customers (including Small Commercial Customers).
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997(2)
---- ---- ---- ---- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Residential................................. 41.3 40.9 39.8 39.9 40.9 41.8
Commercial(1)............................... 43.0 42.3 42.2 42.5 41.0 40.4
</TABLE>
- --------
(1) Commercial customers include both large commercial customers and Small
Commercial Customers. Small Commercial Customers constituted approximately
19.6 percent (based on revenues) of the commercial customer class in 1996.
Since the composition of the Small Commercial Customer class differs from
the composition of the combined large commercial customer and Small
Commercial Customer classes, the aging experience of the larger combined
class may not be indicative of the aging experience of the Small
Commercial Customer class.
(2) The information for 1997 is based on the aging of bills for the period
beginning January 1997 through July 1997.
During the last five and a half years, the aging of billings for both
Residential Customers and commercial customers has remained relatively
constant with no discernible trend upwards or downwards.
DELINQUENCIES
The following table sets forth information relating to the delinquency
experience of Edison for (i) Residential Customers and (ii) commercial
customers for each of the years shown. Such historical information is
presented herein because Edison's actual experience with respect to
delinquencies may be indicative of the timing of FTA Payments.
RESIDENTIAL CUSTOMERS
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997(2)
----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
Percentage of Billed Revenue
Outstanding After:
30 days...................... 22.25% 22.55% 20.98% 21.56% 21.92% 21.32%
60 days...................... 6.67% 5.98% 3.90% 4.32% 6.63% 8.43%
120 days..................... 0.60% 0.82% 0.55% 0.51% 0.55% 0.65%
COMMERCIAL CUSTOMERS(1)
<CAPTION>
1992 1993 1994 1995 1996 1997(2)
----- ----- ----- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C>
Percentage of Billed Revenue
Outstanding After:
30 days...................... 16.42% 16.39% 16.52% 17.28% 12.39% 10.69%
60 days...................... 3.93% 3.55% 3.94% 4.74% 4.37% 4.80%
120 days..................... 0.16% 0.22% 0.13% 0.13% 0.15% 0.19%
</TABLE>
- --------
(1) Commercial customers include both large commercial customers and Small
Commercial Customers. Small Commercial Customers constituted approximately
19.6 percent (based on revenues) of the commercial customer class in 1996.
Since the composition of the Small Commercial Customer class differs from
the composition of the combined large commercial customer and Small
Commercial Customer classes, the delinquency experience of the larger
combined class may not be indicative of the delinquency experience of the
Small Commercial Customer class.
(2) The information for 1997 is based on collections for the period beginning
January 1997 through May 1997.
53
<PAGE>
During the last five and a half years, the delinquency experience for both
Residential Customers and commercial customers have remained relatively
constant with no discernible trend upwards or downwards. The Note Issuer does
not believe that the delinquency experience with respect to FTA Payments will
differ substantially from the approximate rates indicated above.
REVENUE
The following table indicates the total revenues from electricity sales to
each of Residential Customers and Small Commercial Customers during the last
five years (dollars in thousands):
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996
---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Residential.......... $2,669,818 $2,571,229 $2,718,206 $2,832,280 $2,821,633
Small Commercial..... 536,912 509,237 530,856 562,565 554,213
---------- ---------- ---------- ---------- ----------
Total.............. $3,206,730 $3,080,466 $3,249,062 $3,394,845 $3,375,846
========== ========== ========== ========== ==========
</TABLE>
54
<PAGE>
SERVICING
SERVICING PROCEDURES
The Servicer, as agent for the Note Issuer, will manage, service and
administer, and make collections in respect of, the Transition Property
pursuant to the Servicing Agreement between the Servicer and the Note Issuer.
The Servicer's duties will include calculation and billing of all amounts
based on the FTA Charges, receipt and posting of all FTA Payments, responding
to inquiries of Customers and the CPUC with respect to the Transition Property
and the FTA Charges, obtaining usage calculations, accounting for collections
and furnishing monthly, quarterly and annual statements to the Note Issuer,
the Note Trustee and the Certificate Trustee and taking action in connection
with periodic revisions to the FTA Charges as described below.
Each FTA Charge will be expressed as an amount per kilowatt hour of
electricity usage by the applicable Customer, regardless of whether the
Customer purchases its electricity from the Servicer or from another
electricity provider. The Servicer expects the applicable FTA Charge to be
separately identified on each Customer's bill, with an aggregate amount to be
paid to the Servicer. Bills are sent to each Customer every 27 to 33 days.
Any amounts collected by the Servicer that represent partial payments of the
total amount billed will be proportionately allocated between the Note Issuer
and Edison based on the portions of the amount billed allocable to the FTA
Charge and the charges due to Edison. If such amounts are billed and collected
for an ESP or the Servicer pursuant to a consolidated billing arrangement, the
total charges due to the ESP will be paid after applying the partial payments
to the FTA Charge and the charges due to Edison.
In addition, the Servicer will agree to take such legal or administrative
actions, including defending against or instituting and pursuing legal actions
and appearing or testifying in hearings or similar proceedings, as may be
reasonably necessary to block or overturn any attempts to cause a repeal,
modification or supplement to the Statute or the Financing Order or the rights
of holders of Transition Property by legislative enactment, voter initiative
or constitutional amendment that would be adverse to Certificateholders. The
cost of any such action will be payable from FTA Payments as an expense of the
Trust.
SERVICING STANDARDS AND COVENANTS
The Servicing Agreement will require the Servicer, in servicing and
administering the Transition Property, to employ or cause to be employed
procedures and exercise the same care it customarily employs and exercises in
servicing and administering bill collections for its own account and for
others.
Consistent with the foregoing, the Servicer may in its own discretion waive
any late payment charge or any other fee or charge relating to delinquent
payments, if any, and may waive, vary or modify any terms of payment of any
amounts payable by a Customer, in each case, if such waiver or action (a)
would be in accordance with the Servicer's customary practices or those of any
successor Servicer with respect to comparable assets that it services for
itself and for others, (b) would not materially adversely affect the
Certificateholders and (c) would comply with applicable law. In addition, the
Servicer may write off any amounts that it deems uncollectible in accordance
with its customary practices.
In the Servicing Agreement, the Servicer will covenant that, in servicing
the Transition Property it will: (a) manage, service, administer and make
collections in respect of the Transition Property with reasonable care and in
accordance with applicable law, including all applicable guidelines of the
CPUC, using the same degree of care and diligence that the Servicer exercises
with respect to bill collections for its own account and for others; (b)
follow customary standards, policies and procedures for the industry in
performing its duties as Servicer; (c) use all reasonable efforts, consistent
with its customary servicing procedures, to enforce, and maintain rights in
respect of, the Transition Property; (d) comply with all laws applicable to
and binding on it relating to the Transition Property; and (e) submit True-Up
Mechanism Advice Letters to the CPUC seeking adjustments to the FTA Charges as
described herein.
55
<PAGE>
In the event of a breach by the Servicer of any of these covenants, the
Servicer will indemnify, defend and hold harmless the Note Issuer, the Trust,
the Noteholders, the Note Trustee, the Certificate Trustee, the Delaware
Trustee, the Certificateholders, the STO and the Infrastructure Bank against
any costs, expenses, losses, claims, damages and liabilities incurred as a
result thereof.
REMITTANCES TO COLLECTION ACCOUNT
Periodically, the Servicer will prepare a forecast of the percentages of
amounts billed in a particular month that are expected to be received during
the current Collection Period and each of the following five Collection
Periods (the "Collections Curve"). For so long as (a) no Servicer Default
shall have occurred and be continuing and (b) the Rating Agency Condition
shall have been satisfied (and any conditions or limitations imposed by the
Rating Agencies in connection therewith are complied with), the Servicer is
required to remit FTA Payments expected to have been received during the
preceding Collection Period, based on the applicable Collections Curve at the
time the charges were billed, to the Collection Account on or before the
twentieth day of each calendar month (or, if such twentieth day is not a
Certificate Business Day, the Certificate Business Day immediately following
such twentieth day). The sum of the amounts remitted with respect to a Billing
Period during the six months following the beginning of such Billing Period
based on the Collections Curve is referred to as the "Estimated FTA Payments"
herein. Pending remittance to the Collection Account, FTA Payments received by
the Servicer may be invested by the Servicer at its own risk and for its own
benefit, and will not be segregated from funds of the Servicer. If any of the
conditions described above are not satisfied, the Servicer will remit to the
Collection Account an amount equal to the FTA Payments estimated to have been
received on each Servicer Business Day within two Servicer Business Days of
such day. The date on which FTA Payments received by the Servicer with respect
to the FTA Charges are required to be deposited in the Collection Account is
referred to herein as the "Remittance Date."
On or prior to the Remittance Date in the seventh month following the end of
each Billing Period, the Servicer will compare actual FTA Payments received
with respect to that Billing Period (the "Actual FTA Payments") to the
Estimated FTA Payments for that Billing Period previously remitted to the
Collection Account. If Estimated FTA Payments remitted with respect to a
Billing Period exceed Actual FTA Payments attributable to such Billing Period
(such excess, an "Excess Remittance"), the Servicer shall be entitled to
either (a) reduce the amount which the Servicer remits to the Collection
Account on such Remittance Date by the amount of such Excess Remittance, the
amount of such reduction becoming the property of the Servicer or
(b) immediately be paid from the Collection Account or any subaccount therein
the amount of such Excess Remittance, such payment becoming the property of
the Servicer. If Estimated FTA Payments remitted with respect to a Billing
Period are less than Actual FTA Payments attributable to such Billing Period
(such deficiency, a "Remittance Shortfall"), the amount which the Servicer
remits to the Collection Account on such Remittance Date will be increased by
the amount of such Remittance Shortfall, such increase coming from the
Servicer's own funds. The Estimated FTA Payments calculated for any Remittance
Date shall not be affected by any Excess Remittance or Remittance Shortfall
which modifies the actual amount remitted by the Servicer on such Remittance
Date.
NO SERVICER ADVANCES
The Servicer will not make any advances of interest or principal on the
Notes or the Certificates.
SERVICING COMPENSATION
The Servicer will be entitled to receive the Servicing Fee on each Payment
Date, in an amount equal to one-fourth of the percent specified in the related
Prospectus Supplement of the then outstanding principal amount of the Notes.
The Servicing Fee (together with any portion of the Servicing Fee that remains
unpaid from prior Payment Dates) will be paid solely to the extent funds are
available therefor as described under "Description of the Notes--Allocations;
Payments." The Servicing Fee will be paid prior to the distribution of any
amounts in respect of interest on and principal of the Notes. The Servicer
will be entitled to retain as additional compensation
56
<PAGE>
net investment income on FTA Payments received by the Servicer prior to
remittance thereof to the Collection Account and the portion of late fees, if
any, paid by Customers relating to the FTA Payments.
AGGREGATORS AND OTHER SUPPLIERS
As part of the deregulation of the California electric industry described
elsewhere herein, there will be an unbundling of generation, transmission,
distribution and billing services. A decision of the CPUC allows ESPs to
provide a consolidated bill to their retail customers covering amounts owed to
the ESP for electricity, amounts owed to the utilities for distribution and
other charges, including the applicable FTA Charges.
The CPUC has determined that if an ESP provides consolidated billing, the
ESP must first establish its creditworthiness by either (1) demonstrating that
it has a credit rating of "Baa2" or higher from Moody's or "BBB" or higher
from S&P, Fitch Investors Service, L.P. or Duff & Phelps Credit Rating Co.,
(2) submitting a credit application to the Servicer for evaluation, with final
credit approval granted by the Servicer, or (3) submitting to the Servicer a
deposit equal to twice the estimated maximum monthly amount owed to the
Servicer.
Any ESP that provides consolidated billing is required to pay the utility
amounts billed by the utility to the ESP, including the FTA Charges,
regardless of the ESP's ability to collect such amounts from its Customers. In
such event, the collecting ESP will in effect replace the Customer as the
obligor with respect to such FTA Charges and the Note Issuer, as the holder of
the Transition Property, will have no right to collect such FTA Charges from
the Customer. There can be no assurance that each ESP will utilize the same
customer credit standards as the Servicer, or that the Servicer will be able
to mitigate credit risks relating to ESPs in the same manner in which it
mitigates such risks relating to its Customers. The Servicer, on behalf of the
Note Issuer, will pursue any ESP that fails to remit applicable FTA Charges in
a manner similar to that in which the Servicer will pursue any failure by a
Customer to remit FTA Charges. The Servicer will not have the right to pursue
Customers of an ESP that defaults in the payment of FTA Charges. However, the
Servicer will have the right to bill and collect FTA Charges and other amounts
payable to the Servicer directly from all of the ESP's consolidated billing
Customers following certain payment defaults by an ESP. An ESP that has
defaulted will nevertheless have the right to elect consolidated billing six
months after its default upon the satisfaction of certain conditions. The
Servicer has the right to revert to separate billing upon certain payment
defaults by an ESP. Frequent changes in Customer billing and payment
arrangements may result in Customer confusion and the misdirection or delay of
payments, which could have the effect of causing delays in distributions to
Certificateholders. Neither the Seller nor the Servicer will pay any
shortfalls resulting from the failure of any ESPs to forward FTA Payments to
Edison, as Servicer, which may result in delays in distributions to
Certificateholders. The true-up adjustment mechanism for the FTA Charges, as
well as the collection of the Overcollateralization Amount and the pledge of
amounts deposited in the Capital Subaccount, are intended to mitigate this
risk relating to the timing of collections and payments. However, delays in
distributions to Certificateholders might occur as a result of delays in
implementation of the adjustment mechanism.
In addition, to the extent that Customers elect to have their electricity
provided by ESPs that offer consolidated billing, the Note Issuer may be
relying on a small number of ESPs, rather than a large number of Customers, to
remit FTA Charges. In this circumstance, a default in the payment of FTA
Charges by a single ESP that provides electricity services to a large number
of Customers may adversely affect the timing of payments on the Certificates.
SERVICER REPRESENTATIONS AND WARRANTIES
In the Servicing Agreement, the Servicer will make representations and
warranties to the Note Issuer to the effect, among other things, that: (a) the
Servicer is a corporation duly organized and in good standing under the laws
of the State of California, with power and authority to own its properties and
conduct its business as currently owned or conducted and to execute, deliver
and carry out the terms of the Servicing Agreement; (b) the execution,
delivery and carrying out of the Servicing Agreement have been duly authorized
by the Servicer by
57
<PAGE>
all necessary corporate action; (c) the Servicing Agreement constitutes a
legal, valid and binding obligation of the Servicer, enforceable against the
Servicer in accordance with its terms; (d) the consummation of the
transactions contemplated by the Servicing Agreement does not conflict with
the Servicer's articles of incorporation or bylaws or any agreement to which
the Servicer is a party or bound, result in the creation or imposition of any
lien upon the Servicer's properties or violate any law or any order, rule or
regulation applicable to the Servicer; (e) the Servicer has all licenses
necessary for it to perform its obligations under the Servicing Agreement; (f)
no governmental approvals, authorizations or filings are required for the
Servicer to execute, deliver and perform its obligations under the Servicing
Agreement except those which have previously been obtained or made; and (g)
except as disclosed to the Note Issuer, no court or administrative proceeding
or investigation is pending or, to the Servicer's knowledge, threatened (i)
asserting the invalidity of, or seeking to prevent the consummation of the
transactions contemplated by, the Servicing Agreement or (ii) seeking a
determination that might materially and adversely affect the performance by
the Servicer of its obligations thereunder.
In the event of a breach by the Servicer of any of its representations and
warranties described in the preceding paragraph, the Servicer will indemnify,
defend and hold harmless the Note Issuer, the Trust, the Noteholders, the Note
Trustee, the Certificate Trustee, the Delaware Trustee, the
Certificateholders, the STO and the Infrastructure Bank against any costs,
expenses, losses, claims, damages and liabilities incurred as a result
thereof.
STATEMENTS BY SERVICER
On or before each Remittance Date, the Servicer will prepare and furnish to
the Note Trustee, the Certificate Trustee, the Infrastructure Bank and the
Note Issuer a statement for the applicable Collection Period (the "Monthly
Servicer's Certificate") setting forth the aggregate amount of FTA Payments
remitted by the Servicer to the Collection Account and the Excess Remittance
or the Remittance Shortfall. In addition, the Servicer will prepare, and the
Note Trustee will furnish to the Noteholders on each Payment Date the
Quarterly Servicer's Certificate described under "Description of the Notes--
Reports to Noteholders." The Servicer will also prepare and the Certificate
Trustee will furnish to the Certificateholders on each Payment Date the report
described under "Description of the Certificates--Reports to
Certificateholders" herein.
EVIDENCE AS TO COMPLIANCE
The Servicing Agreement will provide that a firm of independent public
accountants will furnish to the Note Issuer, the Infrastructure Bank, the Note
Trustee and the Certificate Trustee on or before September 30 of each year,
beginning September 30, 1998, a statement as to compliance by the Servicer
during the preceding twelve months ended June 30 with certain standards
relating to the servicing of the Transition Property. This report (the "Annual
Accountant's Report") shall state that such firm has performed certain
procedures in connection with the Servicer's compliance with the servicing
procedures of the Servicing Agreement, identifying the results of such
procedures and including any exceptions noted. The Annual Accountant's Report
will also indicate that the accounting firm providing such report is
independent of the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants.
The Servicing Agreement will also provide for delivery to the Note Issuer,
the Infrastructure Bank, the Note Trustee and the Certificate Trustee, on or
before September 30 of each year, commencing September 30, 1998, of a
certificate signed by an officer of the Servicer stating that the Servicer has
fulfilled its obligations under the Servicing Agreement throughout the
preceding twelve months ended June 30 (or in the case of the first such
certificate, the period from the Closing Date to June 30, 1998) or, if there
has been a default in the fulfillment of any such obligation, describing each
such default. The Servicer has agreed to give the Note Issuer, the
Infrastructure Bank, the Note Trustee and the Certificate Trustee notice of
certain Servicer Defaults under the Servicing Agreement.
Copies of such statements and certificates may be obtained by
Certificateholders by a request in writing addressed to the Certificate
Trustee.
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CERTAIN MATTERS REGARDING THE SERVICER
The Servicing Agreement will provide that Edison may not resign from its
obligations and duties as Servicer thereunder, except upon either (a) a
determination that Edison's performance of such duties is no longer
permissible under applicable law or (b) satisfaction of the Rating Agency
Condition and consent of the CPUC. No such resignation will become effective
until a successor Servicer has assumed Edison's servicing obligations and
duties under the Servicing Agreement.
The Servicing Agreement will further provide that neither the Servicer nor
any of its directors, officers, employees, and agents will be under any
liability to the Note Issuer, the Note Trustee, the Infrastructure Bank, the
Trust, the Noteholders, the Certificate Trustee, the Delaware Trustee, the
Certificateholders or any other person, except as provided under the Servicing
Agreement, for taking any action or for refraining from taking any action
pursuant to the Servicing Agreement, or for errors in judgment; provided,
however, that neither the Servicer nor any such person will be protected
against any liability that would otherwise be imposed by reason of willful
misconduct, bad faith or gross negligence in the performance of duties or by
reason of reckless disregard of obligations and duties thereunder. In
addition, the Servicing Agreement will provide that the Servicer is under no
obligation to appear in, prosecute, or defend any legal action that is not
incidental to its servicing responsibilities under the Servicing Agreement and
that, in its opinion, may cause it to incur any expense or liability.
Under the circumstances specified in the Servicing Agreement, any entity
into which the Servicer may be merged or consolidated, or any entity resulting
from any merger or consolidation to which the Servicer is a party, or any
entity succeeding to the business of the Servicer or, with respect to its
obligations as Servicer, which corporation or other entity in each of the
foregoing cases assumes the obligations of the Servicer, will be the successor
of the Servicer under the Servicing Agreement.
SERVICER DEFAULTS
"Servicer Defaults" under the Servicing Agreement will include, among other
things, (a) any failure by the Servicer to make any required deposit into the
Collection Account, which failure continues unremedied for three Servicer
Business Days after written notice from the Note Issuer or the Note Trustee is
received by the Servicer or after discovery by the Servicer; (b) any failure
by the Servicer or the Seller, as the case may be, duly to observe or perform
in any material respect any other covenant or agreement in the Servicing
Agreement, the Sale Agreement or any other Basic Document to which it is a
party which failure materially and adversely affects the rights of Noteholders
and which continues unremedied for 30 days after the giving of notice of such
failure (i) to the Servicer or the Seller, as the case may be, by the Note
Issuer or the Note Trustee or (ii) to the Servicer by holders of Notes
evidencing not less than 25 percent in principal amount of the outstanding
Notes of all Series; (c) any representation or warranty made by the Servicer
in the Servicing Agreement shall prove to have been incorrect when made, which
has a material adverse effect on the Note Issuer or the Certificateholders and
which material adverse effect continues unremedied for a period of 60 days
after the giving of notice to the Servicer by the Note Issuer or the Note
Trustee; and (d) certain events of insolvency, readjustment of debt,
marshaling of assets and liabilities, or similar proceedings with respect to
the Servicer or the Seller and certain actions by the Servicer or the Seller
indicating its insolvency, reorganization pursuant to bankruptcy proceedings,
or inability to pay its obligations.
RIGHTS UPON SERVICER DEFAULT
As long as a Servicer Default under the Servicing Agreement remains
unremedied, either the Note Trustee or holders of Notes evidencing not less
than 25 percent in principal amount of then outstanding Notes of all Series
may terminate all the rights and obligations of the Servicer (other than the
Servicer's indemnity obligation) under the Servicing Agreement, whereupon a
successor servicer appointed by the Note Trustee will succeed to all the
responsibilities, duties and liabilities of the Servicer under the Servicing
Agreement and will be entitled to similar compensation arrangements. In
addition, upon a Servicer Default, each of the following shall be
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entitled to apply to the CPUC for sequestration and payment of revenues
arising with respect to the Transition Property: (1) the Certificateholders
and the Certificate Trustee as beneficiary of any statutory lien permitted by
the PU Code; (2) the Note Issuer or its assignees; or (3) pledgees or
transferees, including transferees under PU Code (S) 844, of the Transition
Property. If, however, a bankruptcy trustee or similar official has been
appointed for the Servicer, and no Servicer Default other than such
appointment has occurred, such trustee or official may have the power to
prevent the Note Trustee or the Noteholders from effecting a transfer of
servicing. The Note Trustee may appoint, or petition a court of competent
jurisdiction for the appointment of, a successor servicer which satisfies
criteria specified by the Rating Agencies. The Note Trustee may make such
arrangements for compensation to be paid.
WAIVER OF PAST DEFAULTS
Holders of Notes evidencing at least a majority in principal amount of the
then outstanding Notes of all Series, on behalf of all Noteholders, may waive
any default by the Servicer in the performance of its obligations under the
Servicing Agreement and its consequences, except a default in making any
required deposits to the Collection Account in accordance with the Servicing
Agreement. The Servicing Agreement provides that no such waiver will impair
the Noteholders' rights with respect to subsequent defaults.
SUCCESSOR SERVICER
If for any reason a third party assumes the role of the Servicer under the
Servicing Agreement (in such role, the "Successor Servicer"), the Servicing
Agreement will require the Servicer to cooperate with the Note Issuer, the
Note Trustee and the Successor Servicer in terminating the Servicer's rights
and responsibilities under the Servicing Agreement, including the transfer to
the Successor Servicer of all cash amounts then held by the Servicer for
remittance or subsequently acquired. The Servicing Agreement will provide that
the Servicer shall be liable for all reasonable costs and expenses incurred in
transferring servicing responsibilities to the Successor Servicer. There can
be no assurance that the Note Issuer will be able to engage a Successor
Servicer if Edison ceases to act as Servicer for any reason.
Furthermore, even if the Note Issuer appoints a Successor Servicer, a
Successor Servicer may encounter difficulties in collecting FTA Payments and
determining appropriate adjustments to FTA Charges. Any Successor Servicer may
have less experience than Edison and less capable systems than those employed
by Edison. In addition, under current law the Successor Servicer may not be
able to invoke a remedy of shutting off service to a Customer for nonpayment
of the FTA Charges.
AMENDMENT
The Servicing Agreement may be amended by the parties thereto, without the
consent of the Noteholders (or, accordingly, the Certificateholders), but with
the consent of the Note Trustee, for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of that
agreement or of modifying in any manner the rights of the Noteholders (or,
accordingly, the Certificateholders), provided that such action will not, as
certified in a certificate of an officer of the Servicer delivered to the Note
Trustee and the Note Issuer, materially and adversely affect the interest of
any Noteholder (or, accordingly, any Certificateholder). The Servicing
Agreement may also be amended by the Servicer and the Note Issuer with the
consent of the Note Trustee and the holders of Notes evidencing at least a
majority in principal amount of the then outstanding Notes of all Series and
Classes for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of such agreement or of modifying in any
manner the rights of the Noteholders or the Certificateholders; provided,
however, that no such amendment may (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, FTA Collections or (ii)
reduce the aforesaid percentage of the Notes the holders of which are required
to consent to any such amendment, without the consent of the holders of all
the outstanding Notes.
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TERMINATION
The obligations of the Servicer and the Note Issuer pursuant to the
Servicing Agreement will terminate upon the payment to the Noteholders and
corresponding distribution to the Certificateholders of all amounts required
to be paid or distributed to them pursuant to the Servicing Agreement, the
Notes, the Note Indenture, the Certificates and the Trust Agreement.
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DESCRIPTION OF THE NOTES
The Notes of any Class will be issued by the Note Issuer to the Trust (as
such, the "Noteholder") pursuant to the terms of an Indenture (the "Note
Indenture") between the Note Issuer and the Note Trustee, in a principal
amount equal to the initial aggregate principal amount of the related Class of
Certificates. The following summary describes the material terms and
provisions of the Note Indenture. The particular terms of the Notes of any
Class will be established in a supplement to the Note Indenture and the
material terms thereof will be described in the Prospectus Supplement for the
related Series of Certificates. This summary does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, the terms
and provisions of the Note Indenture and related supplements thereto, forms of
which are filed as exhibits to the Registration Statement.
GENERAL
The Notes may be issued in one or more Series, any one or more of which may
be comprised of one or more Classes. All Notes of the same Series will be
identical in all respects except for the denominations thereof, unless such
Series is comprised of more than one Class, in which case all Notes of the
same Class will be identical in all respects except for the denominations
thereof.
The Prospectus Supplement for a Series of Certificates will describe the
following terms of the related Series of Notes and, if applicable, the Classes
thereof: (a) the designation of the Series and, if applicable, the Classes
thereof, (b) the principal amount, (c) the annual rate at which interest
accrues (the "Note Interest Rate"), (d) the Payment Dates, (e) the scheduled
maturity date (the "Scheduled Maturity Date"), (f) the final termination date
of the Series (the "Final Maturity Date"), (g) the issuance date of the Series
(the "Series Issuance Date"), (h) the place or places for the payment of
principal, (i) the authorized denominations, (j) the provisions for optional
redemption by the Note Issuer, (k) the Expected Amortization Schedule for
principal of such Series and, if applicable, the Classes thereof, (l) the FTA
Charges as of the date of issuance of such Series of Notes, and the portion of
the FTA Charges attributable to such Series of Notes and (m) any other terms
of such Class that are not inconsistent with the provisions of the Notes and
that will not result in any Rating Agency reducing or withdrawing its then
current rating of any outstanding Class of Notes or Certificates (the
notification in writing by each Rating Agency to the Seller, the Servicer, the
Note Trustee and the Note Issuer that any action will not result in such a
reduction or withdrawal is referred to herein as the "Rating Agency
Condition").
SECURITY
To secure the payment of principal of and interest on the Notes, the Note
Issuer will grant to the Note Trustee a security interest in all of the Note
Issuer's right, title and interest in and to (a) all of the Transition
Property and all proceeds thereof, (b) the Sale Agreement, (c) the Servicing
Agreement, (d) the Collection Account and all amounts or investment property
on deposit therein or credited thereto from time to time, (e) all other
property of whatever kind owned from time to time by the Note Issuer, which
such other property is expected to be relatively small, (f) all present and
future claims, demands, causes and choses in action in respect of any or all
of the foregoing and all payments on or under the foregoing and (g) all
proceeds in respect of any or all of the foregoing; provided, however, that
(1) the cash contributed to the Note Issuer by the Seller which is not held in
the Capital Subaccount, including cash that has been released to the Note
Issuer following retirement of a related Series of Certificates, (2) net
investment earnings which have been released to the Note Issuer by the Note
Trustee pursuant to the terms of the Indenture and (3) the
Overcollateralization Amount with respect to a Series of Certificates that has
been released to the Note Issuer following retirement of such Series will not
be covered by the foregoing security interest. The foregoing assets to which
the Note Issuer will grant the Note Trustee a security interest are referred
to collectively as the "Note Collateral" herein.
COLLECTION ACCOUNT
The Note Issuer will establish, in the name of the Note Trustee, a
segregated identifiable account (the "Collection Account") with an Eligible
Institution. The Collection Account will be held by the Note Trustee for
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the benefit of the Noteholders. The Collection Account will consist of four
subaccounts: a general subaccount (the "General Subaccount"), a reserve
subaccount (the "Reserve Subaccount"), a subaccount for the
Overcollateralization Amount with respect to each Series of Notes (the
"Overcollateralization Subaccount") and a capital subaccount (the "Capital
Subaccount"). All amounts in the Collection Account not allocated to any other
subaccount will be allocated to the General Subaccount. Unless the context
indicates otherwise, references herein to the Collection Account include each
of the subaccounts contained therein.
An "Eligible Institution" means (a) the corporate trust department of the
Note Trustee or (b) a depository institution organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), which (i) has either (A)
a long-term unsecured debt rating of "AAA" by S&P and "A2" by Moody's or (B) a
certificate of deposit rating of "A-1+" by S&P and "P-1" by Moody's, or any
other long-term, short-term or certificate of deposit rating acceptable to the
Rating Agencies and (ii) whose deposits are insured by the Federal Deposit
Insurance Corporation (the "FDIC").
Funds in the Collection Account may be invested in any of the following: (a)
direct obligations of, or obligations fully and unconditionally guaranteed as
to timely payment by, the United States of America, (b) demand deposits, time
deposits, certificates of deposit or bankers' acceptances of Eligible
Institutions, (c) commercial paper (other than commercial paper issued by the
Seller) having, at the time of investment, a rating in the highest rating
category from each Rating Agency from which a rating is available, (d) money
market funds which have the highest rating from each Rating Agency from which
a rating is available, (e) demand deposits, time deposits and certificates of
deposit which are fully insured by the FDIC, (f) repurchase obligations with
respect to any security that is a direct obligation of, or fully guaranteed
by, the United States of America or certain agencies or instrumentalities
thereof, entered into with certain depository institutions or trust companies,
or (g) any other investment permitted by each Rating Agency (collectively, the
"Eligible Investments"), in each case which mature on or before the
Certificate Business Day preceding the next Payment Date. The Note Trustee and
the Certificate Trustee will have access to the Collection Account for the
purpose of making deposits in and withdrawals from the Collection Account in
accordance with the Note Indenture.
The Servicer will remit to the Collection Account, on each Remittance Date,
FTA Payments expected to have been received during the preceding Collection
Period, based on the Collections Curve, modified by the Excess Remittance or
Remittance Shortfall, if any, as described under "Servicing--Remittances to
Collection Account" herein.
INTEREST AND PRINCIPAL
Interest will accrue on the principal balance of a Class of Notes at the per
annum rate either specified in or determined in the manner specified in the
related Prospectus Supplement and will be payable on the Payment Dates
specified in the related Prospectus Supplement. FTA Collections, including
such amounts as are available in the Reserve Subaccount and the
Overcollateralization Subaccount and, if necessary, the amounts available in
the Reserve Subaccount, will be used to make interest payments to the
Noteholders of each Class on each Payment Date with respect thereto.
Principal of the Notes of each Class will be payable in the amounts and on
the Payment Dates specified in the related Prospectus Supplement, but only to
the extent that amounts in the Collection Account are available therefor, and
subject to the other limitations described below. See "--Allocations;
Payments" herein. Each Prospectus Supplement will set forth the Expected
Amortization Schedule for the related Series of Notes and, if applicable, the
Classes of such Series. On any Payment Date, the Note Issuer will make
payments on the Notes only until the outstanding principal balances thereof
have been reduced to the principal balances specified in the applicable
Expected Amortization Schedule for such Distribution Date. Any FTA Collections
in excess of amounts payable as (a) expenses of the Note Issuer and the Trust,
(b) payments of interest on and principal of the Notes, (c) allocations to the
Overcollateralization Subaccount and (d) allocations to the Capital Subaccount
(all as described herein under "--Allocations; Payments" herein) will be
retained by the Note Trustee in the
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Reserve Subaccount for payment on subsequent Payment Dates. However, if
insufficient FTA Collections are received with respect to any Payment Date,
and amounts in the Collection Account are not sufficient to make up the
shortfall, principal of any Class of Notes may be payable later than expected
as described herein. See "Risk Factors--Unusual Nature of the Transition
Property" and "Risk Factors--Uncertain Distribution Amounts and Weighted
Average Life" herein. The entire unpaid principal amount of the Notes of a
Class will be due and payable on the date on which a Note Event of Default has
occurred and is continuing with respect to such Class, if the holders of a
majority in principal amount of the Notes of all Series then outstanding have
declared the Notes to be immediately due and payable. See "--Note Events of
Default; Rights Upon Note Event of Default" herein.
Unless the context requires otherwise, all references in this Prospectus to
principal of the Notes of a Series includes any premium that might be payable
thereon if Notes of such Series are redeemed, as described in the related
Prospectus Supplement.
OPTIONAL REDEMPTION
The Note Issuer may redeem, at its option, any Series of Notes and
accordingly cause the Trust to redeem the related Series of Certificates on
any Distribution Date if, after giving effect to distributions that would
otherwise be made on such date, the outstanding principal balance of the
Series of Notes has been reduced to less than five percent of the initial
principal balance thereof. The Notes may be so redeemed upon payment by the
Note Issuer of the outstanding principal amount of the Notes and accrued but
unpaid interest thereon as of the date of redemption. Unless otherwise
specified in the related Prospectus Supplement, notice of such redemption will
be given by the Note Issuer to each holder of Notes to be redeemed by first-
class mail, postage prepaid, mailed not less than five days nor more than 25
days prior to the date of redemption.
MANDATORY REDEMPTION
If the Seller is required to repurchase the Transition Property as described
herein under "Description of the Transition Property--Seller Representations
and Warranties and Repurchase Obligation," the Note Issuer will be required to
redeem all Series of Notes on the fifth Certificate Business Day following the
date of such repurchase.
OVERCOLLATERALIZATION AMOUNT
The Financing Order provides that the Note Issuer, as the owner of the
Transition Property, is entitled to recover FTA Charges in amounts equal to
the principal amount of all Series of Notes, all interest thereon, an
additional amount (for any Series, the "Overcollateralization Amount")
specified in the related Prospectus Supplement and all related fees, costs and
expenses. The Overcollateralization Amount with respect to each Series is
intended to enhance the likelihood that distributions on each Series of the
Notes will be made in accordance with their Expected Amortization Schedules.
The Financing Order provides further that the Infrastructure Bank and/or the
STO should determine the Overcollateralization Amount required. The
Overcollateralization Amount for each Series of Notes will be either (a) 0.50
percent of the initial principal amount of the Series of Notes or (b) such
greater amount as is necessary to obtain from the Rating Agencies the highest
possible investment grade ratings for the related Certificates upon issuance.
FTA Charges will be set and adjusted at a level that is intended to collect
the Overcollateralization Amount ratably over the life of the related
Certificates according to a schedule set forth in the related Prospectus
Supplement.
On each Payment Date, all FTA Collections will be applied as described under
"--Allocations; Payments" herein. On any Payment Date, an amount equal to the
lesser of (a) the amount remaining after payment of scheduled amounts due on
the Notes and related fees and expenses and (b) the amount, if any, by which
the Required Overcollateralization Level exceeds the amount in the
Overcollateralization Subaccount, will be deposited in the
Overcollateralization Subaccount. Amounts in the Overcollateralization
Subaccount will be invested in Eligible Investments, and the Note Issuer will
be entitled to earnings thereon, subject to the
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limitations described under "--Allocations; Payments" herein. Amounts in the
Overcollateralization Subaccount are intended to cover any shortfall in FTA
Collections that might otherwise occur on any Payment Date or at the last
Scheduled Maturity Date for any Series or Class of Notes. Any amounts
remaining in the Overcollateralization Subaccount with respect to a particular
Series of Notes in excess of the amounts required to make distributions on the
related Series of Certificates in full at the Termination Date will be
returned to the Note Issuer, which may distribute such amounts to its members
under the circumstances described under "--Certain Covenants of the Note
Issuer" herein.
CAPITAL SUBACCOUNT
Prior to or upon the issuance of each Series of Notes, the Seller will
contribute capital to the Note Issuer in an amount specified in each
Prospectus Supplement, which will equal 0.50 percent of the initial principal
amount of such Series of Notes. Such amount, less $100,000 in the aggregate
for all Series of Notes (with respect to each Series, the "Required Capital
Level"), will be deposited into the Capital Subaccount. On each Payment Date,
the Note Trustee will draw on amounts in the Capital Subaccount, if any, to
the extent amounts available in the General Subaccount, the Reserve Subaccount
and the Overcollateralization Subaccount are insufficient to make scheduled
payments on the Notes and pay expenses of the Note Issuer and the Trust.
Deposits to the Capital Subaccount will be made as described under "--
Allocations; Payments" herein.
RESERVE SUBACCOUNT
FTA Collections available with respect to any Payment Date in excess of
amounts payable as expenses of the Note Issuer and the Trust, as payments of
interest and principal on the Notes, as allocations to the
Overcollateralization Subaccount and as allocations to the Capital Subaccount
(all as described under "--Allocations; Payments" herein), will be allocated
to the Reserve Subaccount. On each Payment Date, the Note Trustee will draw on
amounts in the Reserve Subaccount, if any, to the extent amounts available in
the General Subaccount are insufficient to make scheduled payments on the
Notes, pay expenses of the Note Issuer and the Trust, fund the
Overcollateralization Subaccount as scheduled and replenish the Capital
Subaccount up to the Required Capital Level. Amounts in the Reserve Subaccount
will be invested in Eligible Investments, and the Note Issuer will be entitled
to earnings thereon, subject to the limitations described under "--
Allocations; Payments" herein.
ALLOCATIONS; PAYMENTS
On each Payment Date, the Note Trustee will apply, at the direction of the
Servicer, all amounts on deposit in the Collection Account, including net
earnings thereon (subject to the priority of withdrawals described in the
following paragraph), to pay the following amounts in the following priority:
(a) all amounts owed by the Note Issuer or the Trust to the Note Trustee,
the Delaware Trustee and the Certificate Trustee will be paid to such persons;
(b) the Servicing Fee and all unpaid Servicing Fees from any prior Payment
Dates will be paid to the Servicer;
(c) the Quarterly Administration Fee and all unpaid Quarterly Administration
Fees from prior Payment Dates will be paid to the Administrator;
(d) so long as no Event of Default has occurred or would be caused by such
payment, all other Operating Expenses will be paid to the persons entitled
thereto, provided that the amount paid on each Payment Date pursuant to this
clause (d) may not exceed $100,000;
(e) any overdue Quarterly Interest (together with, to the extent lawful,
interest on such overdue Quarterly Interest at the applicable Note Interest
Rate) and then Quarterly Interest with respect to each Series of Notes will be
transferred to the Certificate Trustee, as Noteholder, for distribution to the
Certificateholders;
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(f) principal on the Notes payable as a result of a Note Event of Default or
on the Final Maturity Date for any Notes will be transferred to the
Certificate Trustee, as Noteholder, for distribution to the
Certificateholders;
(g) funds necessary to pay Quarterly Principal for any Series of Notes based
on priorities described in each Prospectus Supplement will be transferred to
the Certificate Trustee, as Noteholder, for distribution to the applicable
Certificateholders;
(h) unpaid Operating Expenses will be paid to the persons entitled thereto;
(i) the amount, if any, by which the Required Overcollateralization Level
exceeds the amount in the Overcollateralization Subaccount as of such Payment
Date will be allocated to the Overcollateralization Subaccount;
(j) the amount, if any, by which the Required Capital Level with respect to
all outstanding Series of Notes exceeds the amount in the Capital Subaccount
as of such Payment Date will be allocated to the Capital Subaccount;
(k) funds up to the net earnings on amounts in the Collection Account for
the prior quarter without cumulation will be released to the Note Issuer;
(l) if any Series of Notes has been retired as of such Payment Date, the
excess of the amount in the Overcollateralization Subaccount over the
aggregate Required Overcollateralization Level with respect to all Series of
Notes remaining outstanding will be released to the Note Issuer;
(m) if any Series of Notes has been retired as of such Payment Date, the
excess of the amount in the Capital Subaccount over the aggregate Required
Capital Level with respect to all Series of Notes remaining outstanding will
be released to the Note Issuer;
(n) the balance, if any, will be allocated to the Reserve Subaccount for
distribution on subsequent Payment Dates; and
(o) following the repayment of all outstanding Series of Notes, the balance,
if any, will be released to the Note Issuer.
If on any Payment Date funds on deposit in the General Subaccount are
insufficient to make the transfers contemplated by clauses (a) through (g)
above, the Note Trustee will (x) first, draw from amounts on deposit in the
Reserve Subaccount, (y) second, draw from amounts on deposit in the
Overcollateralization Subaccount, and (z) third, draw from amounts on deposit
in the Capital Subaccount, up to the amount of such shortfall, in order to
make the transfers described above. In addition, if on any Payment Date funds
on deposit in the General Subaccount are insufficient to make the transfers
described in clauses (i) and (j) above, the Note Trustee will draw from
amounts on deposit in the Reserve Subaccount to make such transfers. If on any
Payment Date when there is more than one Series of Notes outstanding, funds on
deposit in the Collection Account are insufficient to make the transfers
contemplated by clauses (e) and (f) above, such funds will be allocated among
the various Series and Classes pro rata, as specified in the related
Prospectus Supplement.
For purposes of the foregoing allocations:
"Quarterly Administration Fee" means the quarterly fee payable to Edison
as the Administrator under the Administrative Services Agreement between
Edison and the Note Issuer, which will be specified in each Prospectus
Supplement.
"Quarterly Interest" means, with respect to any Payment Date and any
Series of Notes, the quarterly interest for such date and Series as
specified in the related Prospectus Supplement.
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"Quarterly Principal" means, with respect to any Payment Date and any
Series of Notes, the excess, if any, of the then outstanding principal
balance of such Series of Notes over the outstanding principal balance
specified for such Payment Date on the applicable Expected Amortization
Schedule.
Payments to the Noteholders of a Series will be made to such holders as
specified in the related Prospectus Supplement.
ACTIONS BY NOTEHOLDERS
The Certificate Trustee, on behalf of the Trust as sole initial holder of
the Notes, has the right to vote and give consents and waivers in respect of
modifications to any Class or Series of Notes and to the provisions of certain
Basic Documents under the Note Indenture. Subject to certain exceptions, the
holders of a majority of the aggregate outstanding amount of the Certificates
of all Series (or, if less than all Series or Classes are affected, the
affected Series or Class or Classes) shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Certificate Trustee, or exercising any trust or power conferred on the
Certificate Trustee under the Trust Agreement, including any right of the
Certificate Trustee as holder of the Notes of the corresponding Series or
Class or Classes, in each case unless a different percentage is specified in
the Trust Agreement; provided that: (1) such direction shall not be in
conflict with any rule of law or with the Trust Agreement and would not
involve the Certificate Trustee in personal liability or expense; (2) the
Certificate Trustee shall not have determined that the action so directed
would be unjustly prejudicial to the holders of Certificates of such Series or
Class or Classes not taking part in such direction; (3) the Certificate
Trustee may take any other action deemed proper by the Certificate Trustee
which is not inconsistent with such direction; and (4) if a Note Event of
Default with respect to such Series or Class or Notes shall have occurred and
be continuing, such direction shall not obligate the Certificate Trustee to
vote more than a corresponding majority of the related Notes held by the Trust
in favor of declaring the unpaid principal amount of the Notes of all Series
and accrued interest thereon to be due and payable or directing any action by
the Note Trustee with respect to such Note Event of Default. In circumstances
under which the Certificate Trustee is required to seek instructions from the
holders of the Certificates of any Class with respect to any such action or
vote, the Certificate Trustee will take such action or vote for or against any
proposal in proportion to the principal amount of the corresponding Class, as
applicable, of Certificates taking the corresponding position. See
"Description of the Certificates--Voting of the Notes" herein.
NOTE EVENTS OF DEFAULT; RIGHTS UPON NOTE EVENT OF DEFAULT
An "Event of Default" with respect to any Series of Notes (a "Note Event of
Default") is defined in the Note Indenture as being: (a) a default for five
days or more in the payment of any interest on any Note; (b) a default in the
payment of the then unpaid principal of any Note of any Series on the Final
Maturity Date for such Series; (c) a default in the payment of the redemption
price for any Note on the redemption date therefor; (d) a default in the
observance or performance of any covenant or agreement of the Note Issuer made
in the Note Indenture and the continuation of any such default for a period of
30 days after notice thereof is given to the Note Issuer by the Note Trustee
or to the Note Issuer and the Note Trustee by the holders of at least
25 percent in principal amount of the Notes of such Series then outstanding;
(e) any representation or warranty made by the Note Issuer in the Note
Indenture or in any certificate delivered pursuant thereto or in connection
therewith having been incorrect in a material respect as of the time made, and
such breach not having been cured within 30 days after notice thereof is given
to the Note Issuer by the Note Trustee or to the Note Issuer and the Note
Trustee by the holders of at least 25 percent in principal amount of the Note
Indenture of such Series then outstanding; or (f) certain events of
bankruptcy, insolvency, receivership or liquidation of the Note Issuer.
If a Note Event of Default should occur and be continuing with respect to
any Series of Notes, the Note Trustee or holders of not less than a majority
in principal amount of the Notes of all Series then outstanding may declare
the principal of the Notes of all Series to be immediately due and payable.
Such declaration may, under certain circumstances set forth in the Note
Indenture, be rescinded by the holders of a majority in principal amount of
the Notes of all Series then outstanding.
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If the Notes of all Series have been declared to be due and payable
following a Note Event of Default, the Note Trustee may, in its discretion,
either sell the Transition Property or elect to have the Note Issuer maintain
possession of the Transition Property and continue to apply FTA Collections as
if there had been no declaration of acceleration. There is likely to be a
limited market, if any, for the Transition Property following a foreclosure
thereon, in light of the preceding default, the unique nature of the
Transition Property as an asset and other factors discussed herein. In
addition, the Note Trustee is prohibited from selling the Transition Property
following a Note Event of Default with respect to any Series, other than a
default in the payment of any principal or redemption price or a default for
five days or more in the payment of any interest on any Note of any Series
unless (a) the holders of all the outstanding Notes of all Series consent to
such sale, (b) the proceeds of such sale are sufficient to pay in full the
principal of and the accrued interest on the outstanding Notes of all Series
or (c) the Note Trustee determines that the proceeds of the Transition
Property would not be sufficient on an ongoing basis to make all payments on
the Notes of all Series as such payments would have become due if the Notes
had not been declared due and payable, and the Note Trustee obtains the
consent of the holders of 66 2/3 percent of the aggregate outstanding amount
of the Notes of all Series.
Subject to the provisions of the Note Indenture relating to the duties of
the Note Trustee, in case a Note Event of Default will occur and be
continuing, the Note Trustee will be under no obligation to exercise any of
the rights or powers under the Notes at the request or direction of any of the
holders of Notes of any Series if the Note Trustee reasonably believes it will
not be adequately indemnified against the costs, expenses and liabilities
which might be incurred by it in complying with such request. Subject to such
provisions for indemnification and certain limitations contained in the Note
Indenture, the holders of a majority in principal amount of the outstanding
Notes of all Series (or, if less than all Classes are affected, the affected
Class or Classes) will have the right to direct the time, method and place of
conducting any proceeding or any remedy available to the Note Trustee and the
holders of a majority in principal amount of the Notes of all Series then
outstanding may, in certain cases, waive any default with respect thereto,
except a default in the payment of principal or interest or a default in
respect of a covenant or provision of the Note Indenture that cannot be
modified without the waiver or consent of all of the holders of the
outstanding Notes of all Classes affected thereby.
With respect to the Notes, no holder of any Note of any Series will have the
right to institute any proceeding with respect to the Notes, unless (a) such
holder previously has given to the Note Trustee written notice of a continuing
Event of Default with respect to such Series, (b) the holders of not less than
25 percent in principal amount of the outstanding Notes of all Series have
made written request of the Note Trustee to institute such proceeding in its
own name as Note Trustee, (c) such holder or holders have offered the Note
Trustee reasonable indemnity, (d) the Note Trustee has for 60 days failed to
institute such proceeding and (e) no direction inconsistent with such written
request has been given to the Note Trustee during such 60-day period by the
holders of a majority in principal amount of the outstanding Notes of all
Series.
In addition, the Servicer will covenant that it will not at any time
institute against the Note Issuer or the Trust any bankruptcy, reorganization
or other proceeding under any Federal or state bankruptcy or similar law.
Neither the Certificate Trustee nor the Note Trustee in its individual
capacity, nor any holder of any ownership interest in the Note Issuer, nor any
of their respective owners, beneficiaries, agents, officers, directors,
employees, successors or assigns will, in the absence of an express agreement
to the contrary, be personally liable for the payment of the principal of or
interest on the Notes of any Series or for the agreements of the Note Issuer
contained in the Note Indenture.
CERTAIN COVENANTS OF THE NOTE ISSUER
The Note Issuer may not consolidate with or merge into any other entity,
unless (a) the entity formed by or surviving such consolidation or merger is
organized under the laws of the United States, any state thereof or the
District of Columbia, (b) such entity expressly assumes by an indenture
supplemental to the Note Indenture the Note Issuer's obligation to make due
and punctual payments upon the Notes and the performance or observance of
every agreement and covenant of the Note Issuer under the Note Indenture, (c)
no Event of Default will have
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occurred and be continuing immediately after such merger or consolidation, (d)
the Rating Agency Condition will have been satisfied with respect to such
transaction, (e) the Note Issuer has received an opinion of counsel to the
effect that such consolidation or merger would have no material adverse tax
consequence to the Note Issuer, the Trust, any Noteholder or any
Certificateholder and such consolidation or merger complies with the Notes and
all conditions precedent therein provided for relating to such transaction
have been complied with and (f) any action as is necessary to maintain the
lien and security interest created by the Note Indenture will have been taken.
The Note Issuer may not convey or transfer substantially all of its
properties or assets to any person or entity, unless (a) the person or entity
acquiring the properties and assets (i) is a United States citizen or an
entity organized under the laws of the United States, any state thereof or the
District of Columbia, (ii) expressly assumes by an indenture supplemental to
the Note Indenture the Note Issuer's obligation to make due and punctual
payments upon the Notes and the performance or observance of every agreement
and covenant of the Note Issuer under the Notes, (iii) expressly agrees by
such supplemental indenture that all right, title and interest so conveyed or
transferred will be subject and subordinate to the rights of Noteholders, (iv)
unless otherwise specified in the supplemental indenture referred to in clause
(ii) above, expressly agrees to indemnify, defend and hold harmless the Note
Issuer against and from any loss, liability or expense arising under or
related to the Note Indenture and the Notes, and (v) expressly agrees by means
of such supplemental indenture that such person (or if a group of persons,
then one specified person) shall make all filings with the Commission (and any
other appropriate person) required by the Exchange Act in connection with the
Notes, (b) no Event of Default will have occurred and be continuing
immediately after such transaction, (c) the Rating Agency Condition will have
been satisfied with respect to such transaction, (d) the Note Issuer has
received an opinion of counsel to the effect that such transaction will not
have any material adverse tax consequence to the Note Issuer, the Trust, any
Noteholder or any Certificateholder and such conveyance or transfer complies
with the Note Indenture and all conditions precedent therein provided for
relating to such transaction have been complied with and (e) any action as is
necessary to maintain the lien and security interest created by the Note
Indenture shall have been taken.
The Note Issuer will not, among other things, (a) except as expressly
permitted by the Note Indenture, sell, transfer, exchange or otherwise dispose
of any of the assets of the Note Issuer, unless directed to do so by the Note
Trustee, (b) claim any credit on, or make any deduction from the principal or
interest payable in respect of, the Notes (other than amounts properly
withheld under the Code) or assert any claim against any present or former
Noteholder because of the payment of taxes levied or assessed upon any part of
the Transition Property and the other Note Collateral, (c) terminate its
existence, dissolve or liquidate in whole or in part, (d) permit the validity
or effectiveness of the Notes to be impaired, (e) permit the lien of the Note
Indenture to be amended, hypothecated, subordinated, terminated or discharged
or permit any person to be released from any covenants or obligations with
respect to the Notes except as may be expressly permitted by the Indenture,
(f) permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance, other than the lien and security interest created by the
Indenture, to be created on or extend to or otherwise arise upon or burden the
Note Collateral or any part thereof or any interest therein or the proceeds
thereof or (g) permit the lien of the Note Indenture not to constitute a valid
first priority security interest in the Transition Property and the other Note
Collateral.
The Note Issuer may not engage in any business other than financing,
purchasing, owning and managing the Transition Property in the manner
contemplated by the Notes, the Sale Agreement, the Servicing Agreement, the
Trust Agreement, the Note Purchase Agreement between the Note Issuer and the
Trust, or certain related documents (collectively, the "Basic Documents") and
activities incidental thereto.
The Note Issuer will not issue, incur, assume, guarantee or otherwise become
liable for any indebtedness except for the Notes.
The Note Issuer will not, except for any Eligible Investments as
contemplated by the Basic Documents, make any loan or advance or credit to, or
guarantee, endorse or otherwise become contingently liable in connection with
the obligations, stocks or dividends of, or own, purchase, repurchase or
acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital
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contribution to, any other person. The Note Issuer will not, except as
contemplated by the Basic Documents, make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or
personalty). The Note Issuer will not, directly or indirectly, make payments
to or distributions from the Collection Account except in accordance with the
Basic Documents.
The Note Issuer will not make any payments, distributions or dividends to
any holder of beneficial interests in the Note Issuer in respect of such
beneficial interest for any Collection Period unless no Note Event of Default
shall have occurred and be continuing and any such distributions do not cause
the book value of the remaining equity in the Note Issuer to decline below
0.50 percent of the initial principal amount of all Series of Notes issued and
outstanding pursuant to the Indenture.
The Note Issuer will cause the Servicer to deliver to the Note Trustee and
the Certificate Trustee the annual accountant's certificates, compliance
certificates, reports regarding distributions and statements to Noteholders
and the Certificateholders required by the Servicing Agreement.
REPORTS TO NOTEHOLDERS
With respect to each Series of Notes, on or prior to each Payment Date, the
Servicer will prepare and provide to the Note Issuer, the Infrastructure Bank,
the Note Trustee and the Certificate Trustee a statement (the "Quarterly
Servicer's Certificate") to be delivered to the Noteholders on such Payment
Date. With respect to each Series of Notes, each such statement to be
delivered to Noteholders will include (to the extent applicable) the following
information (and any other information so specified in the related Prospectus
Supplement) as to the Notes of such Series with respect to such Payment Date
or the period since the previous Payment Date, as applicable:
(a) the amount of the distribution to Noteholders allocable to principal;
(b) the amount of the distribution to Noteholders allocable to interest;
(c) the aggregate outstanding principal balance of the Notes, after giving
effect to payments allocated to principal reported under (a) above; and
(d) the difference, if any, between the amount specified in (c) above and
the principal amount scheduled to be outstanding on such date according to the
Expected Amortization Schedule.
Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of the Notes, the Note Trustee will
mail to each person who at any time during such calendar year has been a
Noteholder and received any payment thereon, a statement containing certain
information for the purposes of such Noteholder's preparation of Federal and
state income tax returns. See "Certain Federal Income Tax Consequences" and
"State Taxation" herein.
ANNUAL COMPLIANCE STATEMENT
The Note Issuer will be required to file annually with the Note Trustee, the
Certificate Trustee and the Rating Agencies a written statement as to the
fulfillment of its obligations under the Notes.
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DESCRIPTION OF THE CERTIFICATES
GENERAL
The Trust will issue the Certificates pursuant to the Trust Agreement, the
form of which is filed as an exhibit to the Registration Statement of which
this Prospectus is a part. The following summary describes the material terms
and provisions of the Trust Agreement. The particular terms of the
Certificates of any Class will be established in a supplement to the Trust
Agreement, and the material terms thereof will be described in the related
Prospectus Supplement. The following summary description of the Certificates
is subject to, and is qualified in its entirety by reference to, all the
provisions of the Trust Agreement and the Certificates, a form of which is
also filed as an exhibit to the Registration Statement.
The Certificates will be issued in fully registered form only. Each Class of
Certificates offered hereby will represent a fractional undivided beneficial
interest in the corresponding Class of Notes, the proceeds thereof and
payments pursuant to any related Swap Agreement. Each Certificate of each
Class will correspond to a pro rata share of the outstanding principal amount
of the corresponding Class of the Notes held in the Trust and will be issued
in minimum denominations specified in the applicable Prospectus Supplement.
Each Class of Certificates will bear interest at the rate per annum borne by
the corresponding Class of the Notes, unless a Swap Agreement is entered into
in connection with the issuance of any Class of Certificates, as described in
the related Prospectus Supplement, in which case such Class of Certificates
may bear interest at a variable rate. See "Description of the Notes--Interest
and Principal" herein. Payments of interest and principal made in respect of
any Class of Notes are required to be passed through to holders of the
corresponding Class of Certificates or to the Swap Counterparty with respect
to Floating Rate Certificates at the times and in the manner described herein.
See "--Payments and Distributions" below and "Description of the Notes--
Interest and Principal" herein.
The Certificates do not represent an interest in or obligation of the State
of California, the Infrastructure Bank, any other governmental agency or
instrumentality or the Seller or any of its affiliates. The Certificates will
not be guaranteed or insured by the State of California, the Infrastructure
Bank, the Trust or any other governmental agency or instrumentality or by the
Seller or any of its affiliates. Neither the full faith and credit nor the
taxing power of the State of California or any agency or instrumentality
thereof is pledged to the distributions of principal of, or interest on, the
Certificates.
STATE PLEDGE
Pursuant to Section 841(c) of the PU Code, the Infrastructure Bank, on
behalf of the State of California, pledges and agrees with the Note Issuer,
the Trust and the holders of the Certificates that the State of California
shall neither limit nor alter the FTA Charges, the Transition Property, or the
Financing Order or Advice Letters relating thereto, or any rights thereunder,
until the Certificates, together with the accrued and unpaid interest thereon,
are fully paid and discharged, provided nothing contained in such pledge and
agreement precludes such limitation or alteration if and when adequate
provision shall be made by law for the protection of the Note Issuer, the
Trust and the Certificateholders (the "State Pledge").
PAYMENTS AND DISTRIBUTIONS
The Certificate Trustee is scheduled to receive payments of interest on and
principal of the Notes (in each case, the amounts paid to any Series or Class
of the Notes will be determined from time to time in accordance with the
provisions described under "Description of the Notes--Allocations; Payments"
herein) on each Payment Date.
The Certificate Trustee will distribute on each Distribution Date to the
holders of each Class of Certificates all payments of principal and interest
with respect to the corresponding Class of Notes (other than payments received
following a payment default in respect of such Class of Notes), or, in lieu of
such interest, payments
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under the related Swap Agreement with respect to interest, the receipt of
which is confirmed by the Certificate Trustee by 1:00 p.m. (New York City
time) on such Distribution Date or, if such receipt is confirmed after 1:00
p.m. (New York City time) on such Distribution Date, then on the following
Certificate Business Day. Each such distribution other than the final
distribution with respect to any Certificate will be made by the Certificate
Trustee to the holders of record of the Certificates of the applicable Class
on the Record Date in respect of such Distribution Date. If a payment of
principal or interest with respect to any Class of the Notes (other than a
payment received following a payment default in respect of such Class of
Notes) is not received by the Certificate Trustee on a Distribution Date but
is received within five days thereafter, it will be distributed to such
holders of record on the date receipt thereof is confirmed by the Certificate
Trustee, if such receipt is confirmed by the Certificate Trustee by 1:00 p.m.
(New York City time) or, if such receipt is confirmed after 1:00 p.m. (New
York City time), then on the following Certificate Business Day. If such
payment is received by the Certificate Trustee after such five-day period, it
will be treated as a payment received following a payment default in respect
of such Class of Notes and distributed as described below. The final
distribution with respect to any Certificate, however, will be made only upon
presentation and surrender of such Certificate at the office or agency of the
Certificate Trustee specified in the notice given by the Certificate Trustee
with respect to such final distribution.
Any payment received by the Certificate Trustee following a payment default
in respect of any Class of the Notes ("Special Payments") will be distributed
on the later of (i) the date such receipt is confirmed by the Certificate
Trustee and (ii) the date on which any Special Payment is scheduled to be
distributed by the Certificate Trustee (a "Special Distribution Date").
However, in the case of any such Special Payment receipt of which is confirmed
after 1:00 p.m. (New York City time), such Special Payment will be distributed
on the following Certificate Business Day. The Certificate Trustee will mail
notice to the holders of record of Certificates of the applicable Class as of
the most recent Record Date not less than 20 days prior to the Special
Distribution Date on which any Special Payment is scheduled to be distributed
in respect of Certificates of such Class stating such anticipated Special
Distribution Date. Each distribution of any such Special Payment will be made
by the Certificate Trustee on the Special Distribution Date to the holders of
record of the Certificates of such Class as of the most recent Record Date.
See "--Events of Default" below.
The Trust Agreement requires that the Certificate Trustee establish and
maintain, for the Trust and for the benefit of the holders of each Class of
Certificates, one or more non-interest bearing accounts (a "Certificate
Account") for the deposit of payments on the Notes corresponding to such
Class. Pursuant to the terms of the Trust Agreement, the Certificate Trustee
is required to deposit any payments received by it with respect to any Class
of Notes in the corresponding Certificate Account. All amounts so deposited
will be distributed by the Certificate Trustee to holders of the applicable
Class of Certificates on a Distribution Date or a Special Distribution Date,
as appropriate, unless a different date for distribution of such amount is
specified herein.
At such time, if any, as the Certificates of any Class are issued in the
form of Definitive Certificates and not to DTC or its nominee, distributions
by the Certificate Trustee from the Certificate Account with respect to such
Class on a Distribution Date or a Special Distribution Date will be made by
check mailed to each holder of a Definitive Certificate of such Class of
record on the applicable Record Date at its address appearing on the register
maintained with respect to the Certificates of such Series, or, upon
application by a holder of any Class of Certificates in the principal amount
of $1,000,000 or more to the Certificate Trustee not later than the applicable
Record Date, by wire transfer to an account maintained by the payee in New
York, New York. The final distribution for each Class of Certificates,
however, will be made only upon presentation and surrender of the Certificates
of such Class at the office or agency of the Certificate Trustee specified in
the notice or agency given by the Certificate Trustee of such final
distribution. The Certificate Trustee will mail such notice of the final
distribution to the Certificateholders of such Class, specifying the date set
for such final distribution and the amount of such distribution.
If any Special Distribution Date or other date specified herein for
distribution of any distributions to Certificateholders is not a Certificate
Business Day, distributions scheduled to be made on such Special Distribution
Date or other date may be made on the next succeeding Certificate Business Day
and no interest shall accrue upon such distribution during the intervening
period. "Certificate Business Day" means any day
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other than a Saturday, a Sunday or a day on which banking institutions or
trust companies in New York, New York or Los Angeles, California are
authorized or obligated by law, regulation or executive order to remain
closed.
FLOATING RATE CERTIFICATES
If any Floating Rate Certificates are offered, the Trust will enter into a
swap agreement (the "Swap Agreement") with a swap counterparty identified and
described in the related Prospectus Supplement (the "Swap Counterparty").
Pursuant to the Swap Agreement, on each Distribution Date, the Trust will be
obligated to pay to the Swap Counterparty, solely from payments received with
respect to the related Class of Notes, an amount equal to the interest due on
the related Class of Notes on such Distribution Date, and the Swap
Counterparty will be obligated to pay to the Trust an amount equal to the
product of (a) the Floating Rate and (b) the principal balance of the Floating
Rate Certificates as of the close of business on the preceding Distribution
Date after giving effect to all payments of principal made to the Floating
Rate Certificateholders on such preceding Distribution Date. With respect to
each Distribution Date, any difference between the quarterly payment by the
Swap Counterparty to the Trust and the quarterly payment by the Trust to the
Swap Counterparty will be referred to herein as the "Net Trust Swap Receipt,"
if such difference is a positive number, and the "Net Trust Swap Payment," if
such difference is a negative number. Net Trust Swap Receipts will be included
in available funds on each Distribution Date and Net Trust Swap Payments will
be paid out of available funds on each Distribution Date.
The Swap Agreement will terminate or may be terminated upon the occurrence
of certain events of default or termination events as described in the related
Prospectus Supplement. In particular, the Swap Agreement will be terminated if
the Swap Counterparty's rating by either of Moody's or S&P falls below "AAA"
(or the equivalent rating) (a "Downgrade Event") and the Swap Agreement is not
assigned to a replacement swap counterparty satisfying such ratings criteria
or such lower ratings criteria as may be permitted by the Swap Agreement
within the time period specified in the related Prospectus Supplement. In no
event will any successor swap counterparty be rated below "A" (or the
equivalent rating) by either of the above-referenced Rating Agencies. Upon the
occurrence of a Downgrade Event and the failure to assign the Swap Agreement,
a termination event will have occurred under the Swap Agreement and the
interest rate payable with respect to the Floating Rate Certificates will
automatically convert permanently to a fixed rate equal to the interest rate
payable on the related Class of Notes, which may be substantially more or less
than the rate otherwise payable on the Floating Rate Certificates. See "Risk
Factors--Additional Risks of Floating Rate Certificates" herein.
Unless otherwise specified in the related Prospectus Supplement, the amount
of interest payable on the Floating Rate Certificates from time to time will
be determined as follows.
(i) Determination of LIBOR. The Agent Bank named in the related Prospectus
Supplement (together with any successor Agent Bank under the Trust Agreement
the "Agent Bank") will determine the interest rate payable on the Floating
Rate Certificates in accordance with the following provisions:
(a) On the second day on which dealings in deposits in U.S. dollars are
transacted in the London interbank market (a "London Banking Day")
immediately preceding the first day of each Interest Accrual Period (as
defined below) and on the Closing Date with respect to the first Interest
Accrual Period (each such day, an "Interest Determination Date"), the Agent
Bank will determine "LIBOR" based on the offered rate for deposits in U.S.
dollars for the period specified in the related Prospectus Supplement,
commencing on the first day of such Interest Accrual Period that appears on
the display page of the Dow Jones Telerate Service for the purpose of
displaying the London interbank offered rate of major banks for U.S.
dollars as of 11:00 a.m., London time, on such Interest Determination Date
(such display page being the "Telerate Page"). Notwithstanding the
foregoing, if no offered rate appears, LIBOR for such Interest Accrual
Period will be determined as if the parties had specified the rate
described in clause (b) below. The interest rate applicable to the Floating
Rate Certificates for the Interest Accrual Period relating to an Interest
Determination Date shall be the sum of LIBOR as determined by the Agent
Bank on
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the most recent Interest Determination Date plus the margin specified in
any related Prospectus Supplement (the "Floating Rate").
(b) With respect to an Interest Determination Date on which no offered
rate appears on the Telerate Page, the Agent Bank will request the
principal London office of each of four major banks in the London interbank
market, selected by the Agent Bank, to provide the Agent Bank with its
offered quotation for deposits in U.S. dollars for a period specified in
the related Prospectus Supplement, commencing on the second London Banking
Day immediately following such Interest Determination Date, to prime banks
in the London interbank market at approximately 11:00 a.m., London time, on
such Interest Determination Date and in a principal amount not less than $1
million that is representative for a single transaction in U.S. dollars in
such market at such time. If at least two such quotations are provided,
LIBOR for the relevant Interest Accrual Period will be the arithmetic mean
of such quotations. If fewer than two quotations are provided, LIBOR for
such Interest Accrual Period will be the arithmetic mean of the rates
quoted at approximately 11:00 a.m. in The City of New York, on such
Interest Determination Date by three major banks in The City of New York
selected by the Agent Bank for loans in U.S. dollars to leading European
banks, for the period specified in the related Prospectus Supplement,
commencing on the second London Banking Day immediately following such
Interest Determination Date and in a principal amount not less than $1
million that is representative for a single transaction in U.S. dollars in
such market at such time; provided, however, that if any of the banks so
selected by the Agent Bank are not quoting as mentioned in this sentence,
the Floating Rate in effect for such Interest Accrual Period will be the
interest rate in effect on such Interest Determination Date.
(c) There will be no maximum or minimum Floating Rate.
Notwithstanding the foregoing, in the event that the Swap Agreement has been
terminated, the interest rate with respect to the Floating Rate Certificates
shall be the fixed interest rate payable on the related Class of Notes
(calculated on the basis of a 360-day year consisting of twelve 30-day
months), effective as of the first day of the Interest Accrual Period in which
the termination of the Swap Agreement occurs.
(ii) Calculation of Quarterly Interest. The Agent Bank will, as soon as
practicable after 11:00 a.m. (London time) on each Interest Determination
Date, determine the Certificate Interest Rate applicable to, and calculate the
amount of interest payable on, each of the Floating Rate Certificates for the
relevant Interest Accrual Period. Interest payments will be made in an amount
equal to the product of (a)(1) the actual number of days in the related
Interest Accrual Period (as defined herein) divided by 360, multiplied by (2)
the applicable Floating Rate and (b) the principal balance of the Floating
Rate Certificates as of the close of business on the preceding Distribution
Date after giving effect to all payments of principal made to the Floating
Rate Certificateholders on such preceding Distribution Date (or, in the case
of the first Distribution Date, as of the Closing Date) (such amount, the
"Quarterly Interest" with respect to such Class). The "Interest Accrual
Period" with respect to any Distribution Date shall be the period from and
including the preceding Distribution Date (or, in the case of the first
Distribution Date, from and including the Closing Date) to and excluding such
Distribution Date. The determination of the Floating Rate and the Quarterly
Interest by the Agent Bank shall (in the absence of manifest error) be final
and binding upon all parties.
(iii) Notice of Floating Rate and Interest Payments. The Agent Bank will
notify the Infrastructure Bank, the Certificate Trustee and any Paying Agents
of the Floating Rate and the Quarterly Interest due on the Floating Rate
Certificates for each Interest Accrual Period and the relevant Distribution
Date as soon as possible after their determination but in no event later than
the first Business Day of any Interest Accrual Period.
(iv) Determination or Calculation by Certificate Trustee. If the Agent Bank
fails to determine a Floating Rate or calculate Quarterly Interest in
accordance with paragraph (ii) above at any time or for any reason, the
Certificate Trustee shall determine the Floating Rate and calculate the
Quarterly Interest in accordance with paragraph (ii) above, and each such
determination or calculation shall be deemed to have been made by the Agent
Bank. The determination by the Agent Bank or the Certificate Trustee (as the
case may be) of any Floating Rate
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and calculation thereby of any Quarterly Interest shall, in the absence of
manifest error, be final and binding on all parties.
(v) Agent Bank. The Infrastructure Bank will agree that, so long as any of
the Certificates remain outstanding, there will at all times be an Agent Bank.
The Infrastructure Bank may, upon written notice to the Agent Bank and the
Certificate Trustee, terminate the appointment of the Agent Bank for any
reason. Notice of any such termination will be given by the Certificate
Trustee to Certificateholders within ten days of such termination. If (a) any
person is unable or unwilling to continue to act as the Agent Bank, (b) the
appointment of the Agent Bank is terminated or (c) the Agent Bank fails duly
to determine the Floating Rate and/or the Quarterly Interest for any Interest
Accrual Period, then the Infrastructure Bank will appoint a successor Agent
Bank to act as such in its place and notify the Certificate Trustee of such
appointment, provided that neither the resignation nor removal of the Agent
Bank shall take effect until a successor has been appointed. Notice of any
appointment of a successor Agent Bank will be given by the Certificate Trustee
to the Certificateholders within ten days of such appointment. Any successor
Agent Bank will be a banking institution organized under the laws of any state
or of the United States with capital and surplus of at least $50 million and
which is an active dealer in LIBOR-based securities.
VOTING OF THE NOTES
The Certificate Trustee, as sole initial holder of the Notes, has the right
to vote and give consents and waivers in respect of modifications to any Class
of Notes. Subject to certain exceptions, the holders of a majority of the
aggregate outstanding amount of the Certificates of all Series (or, if less
than all Series or Classes are affected, the affected Series or Class or
Classes) shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Certificate Trustee,
or exercising any trust or power conferred on the Certificate Trustee under
the Trust Agreement, including any right of the Certificate Trustee as holder
of the Notes of the corresponding Series or Class or Classes, in each case
unless a different percentage is specified in the Trust Agreement; provided
that: (1) such direction shall not be in conflict with any rule of law or with
the Trust Agreement and would not involve the Certificate Trustee in personal
liability or expense; (2) the Certificate Trustee shall not have determined
that the action so directed would be unjustly prejudicial to the holders of
Certificates of such Series or Class or Classes not taking part in such
direction; and (3) the Certificate Trustee may take any other action deemed
proper by the Certificate Trustee which is not inconsistent with such
direction. If the Certificate Trustee is required to seek instructions from
the holders of the Certificates of any Class with respect to any such action
or vote, the Certificate Trustee will take such action or vote for or against
any proposal in proportion to the principal amount of the corresponding Class,
as applicable, or Certificates taking the corresponding position.
EVENTS OF DEFAULT
An event of default with respect to any Class of Certificates under the
Trust Agreement (a "Certificate Event of Default") is defined as the
occurrence and continuance of a Note Event of Default or a breach by the State
of California of the State Pledge. For a description of the Note Events of
Default, see "Description of the Notes--Note Events of Default; Rights Upon
Note Event of Default" herein.
The Trust Agreement provides that, if a Note Event of Default shall have
occurred and be continuing with respect to any Class of Certificates, the
Certificate Trustee may and, upon the written direction of holders
representing not less than a majority of the aggregate outstanding principal
amount of the Certificates of all Series, shall vote all the Notes of all
Series in favor of declaring the unpaid principal amount of all Series of
Notes and accrued interest thereon to be due and payable. In addition, the
Trust Agreement provides that, if a Note Event of Default with respect to any
Class of Certificates shall have occurred and be continuing, the Certificate
Trustee may and, upon the written direction of holders representing not less
than a majority of the aggregate outstanding principal amount of the
Certificates of all Series, shall vote all the Notes of all Series in favor of
directing the Note Trustee as to the time, method and place of conducting any
proceeding for any
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remedy available to the Note Trustee or of exercising any trust or power
conferred on the Note Trustee under the Note Indenture.
As an additional remedy, if a Note Event of Default shall have occurred and
be continuing with respect to a particular Series or Class of Certificates,
the Trust Agreement provides that the Certificate Trustee may and, upon the
written direction of the holders of Certificates representing not less than a
majority of the aggregate outstanding principal amount of the Certificates of
such Series or Class, will sell any Note or Notes, without recourse to or
warranty by the Certificate Trustee or any Certificateholder, to any person.
The Certificate Trustee may, but shall not be obligated to refrain, in its
sole discretion, from liquidating any Notes if (i) the Certificate Trustee
determines that amounts receivable from the Note Collateral with respect to
the applicable Class of Notes will be sufficient to pay (a) all principal of
and interest on that Class of Notes in accordance with its terms without
regard to any declaration of acceleration thereof and (b) all sums due to the
Certificate Trustee and any other administrative expenses specified in the
Trust Agreement, and (ii) holders of Certificates representing not less than a
majority of the aggregate outstanding principal amount of the Certificates of
all Series have not directed the Certificate Trustee to sell any Note or
Notes. In addition, the Certificate Trustee is prohibited from selling any
Notes following certain nonpayment Note Events of Default unless (x) the
Certificate Trustee determines that the amounts receivable from the Note
Collateral with respect to each Class of Notes are not sufficient to pay in
full the principal of and accrued interest on the Notes of each such Class and
to pay all sums due to the Certificate Trustee and other administrative
expenses specified in the Trust Agreement and the Certificate Trustee obtains
the written consent of holders of Certificates of each such Class representing
66 2/3 percent of the aggregate outstanding principal amount of each such
Class of Certificates or (y) the Certificate Trustee obtains the written
consent of holders of 100 percent of the aggregate outstanding principal
amount of each such Class of Certificates. Any proceeds received by the
Certificate Trustee upon any such sale will be deposited in the Certificate
Account for such Class and will be distributed to the holders of Certificates
of such Class on a Special Distribution Date.
If a Certificate Event of Default in the form of a breach by the State of
California of the State Pledge has occurred, then, as the sole and exclusive
remedy for such breach, the Certificate Trustee, in its own name and as
trustee of an express trust, as holder of the Notes, shall be, to the extent
permitted by State and Federal law, entitled and empowered to institute any
suits, actions or proceedings at law, in equity or otherwise, to enforce the
State Pledge and to collect any monetary damages as a result of a breach
thereof, and may prosecute any such suit, action or proceeding to final
judgment or decree.
Any funds (a) representing payments received with respect to any Series or
Class of Notes in default, (b) representing the proceeds from the sale by the
Certificate Trustee of any Class of Notes or (c) otherwise arising from a
Certificate Event of Default, held by the Certificate Trustee in a Certificate
Account shall, to the extent practicable, be invested and reinvested by the
Certificate Trustee in Eligible Investments permitted under the Trust
Agreement maturing in not more than 60 days or such lesser time as is required
for the distribution of any such funds on a Special Distribution Date, pending
the distribution of such funds to Certificateholders as described herein.
The Trust Agreement provides that, with respect to the Certificates of any
Class, within 30 days after the occurrence of any event that is, or after
notice or lapse of time or both would become, a Certificate Event of Default
with respect to such Class of Certificates (a "Default"), the Certificate
Trustee will give to the Infrastructure Bank, the Note Trustee and the holders
of such Certificates notice, transmitted by mail, of all such uncured or
unwaived Defaults known to it. However, except in the case of a Default
relating to the payment of principal of or interest on any of the Notes, the
Certificate Trustee will be protected in withholding such notice if in good
faith it determines that the withholding of such notice is in the interests of
the holders of the Certificates of such Class.
The Trust Agreement contains a provision entitling the Certificate Trustee
to be indemnified by the holders of the Certificates before proceeding to
exercise any right or power under the Trust Agreement at the request or
direction of Certificateholders.
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In certain cases, the holders of Certificates representing not less than a
majority of the outstanding aggregate principal amount of the Certificates of
all Series may waive any past Default or Certificate Event of Default under
the Trust Agreement and thereby annul any previous direction given by the
Certificate Trustee with respect thereto, except a Default (i) in the deposit
or distribution of any payment on the Notes or Special Payment required to be
made with respect to any Class of Certificates, (ii) in the payment of
principal of or interest on any of the Notes, and (iii) in respect of any
covenant or provision of the Trust Agreement that cannot be modified or
amended without the consent of the holder of each Certificate of all Classes
affected hereby. Upon any such direction, the Certificate Trustee shall vote a
corresponding percentage of the corresponding Class of Notes in favor of such
waiver. The Notes provide that, with certain exceptions, the holders of not
less than a majority in aggregate unpaid principal amount of the Notes of all
Series may waive any Note Event of Default or any event that is, or after
notice or passage of time, or both, would be, a Note Event of Default.
The Trust may hold two or more Classes of Notes, each of which may have a
different interest rate and, in the case of different Classes, a different or
potentially different schedule of the repayment of principal and different
rights in the security therefor. Accordingly, the holders of Certificates of
each Class may have divergent or conflicting interests from the holders of
Certificates of other Classes.
REDEMPTION
The Trust shall redeem any Series of Certificates if the related Series of
Notes is redeemed. Unless otherwise specified in the related Prospectus
Supplement, notice of such redemption will be given by the Trust to each
holder of Certificates to be redeemed by first-class mail, postage prepaid,
mailed not less than five days nor more than 25 days prior to the date of
redemption.
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, Special Distribution Date or any other date
specified in the Trust Agreement for distribution of any payments with respect
to any Class of Certificates, the Certificate Trustee will include with each
distribution to holders of Certificates of such Class a statement with respect
to such distribution to be made on such Distribution Date, Special
Distribution Date or other date, as the case may be, setting forth the
following information, in each case, to the extent received by the Certificate
Trustee from the Note Trustee, no later than two Certificate Business Days
prior to such Distribution Date, Special Distribution Date or other date
specified herein for such distribution:
(a) the amount of the distribution to Certificateholders allocable to (i)
principal and (ii) interest, in each case per $1,000 original principal amount
of each Class of Certificates;
(b) the aggregate outstanding principal balance of the Certificates, after
giving effect to distributions allocated to principal reported under (a)
above; and
(c) the difference, if any, between the amount specified in (b) above and
the principal amount scheduled to be outstanding on such date according to the
Expected Amortization Schedule.
Within the prescribed period of time for tax reporting purposes after the
end of each calendar year during the term of the Notes, the Certificate
Trustee will mail to each person who at any time during such calendar year has
been a Certificateholder and received any distribution thereon, a statement
containing certain information for the purposes of such Certificateholder's
preparation of Federal and state income tax returns. See "Certain Federal
Income Tax Consequences" and "State Taxation" herein.
SUPPLEMENTAL TRUST AGREEMENTS
The Infrastructure Bank (with the prior written approval of the Note Issuer)
may, and the Certificate Trustee and the Delaware Trustee will, from time to
time, and without the consent of the Certificateholders of any Series,
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enter into one or more agreements supplemental to the Trust Agreement, (1) to
add to the covenants of the Infrastructure Bank for the benefit of the
Certificateholders, or to surrender any right or power conferred upon the
Infrastructure Bank; (2) to correct or supplement any provision in the Trust
Agreement or in any supplemental agreement which may be defective or
inconsistent with any other provision in the Trust Agreement or in any
supplemental agreement or to make any other provisions with respect to matters
or questions arising under the Trust Agreement; provided that any such action
shall not adversely affect the interests of the Certificateholders; (3) to
cure any ambiguity or correct any mistake; (4) to qualify, if necessary, the
Trust Agreement (including any supplement thereto) under the Trust Indenture
Act of 1939, as amended; or (5) to provide for the issuance of the
Certificates of any Series or Class, or to provide for the execution and
delivery of any Swap Agreement.
In addition, the Infrastructure Bank (with the prior written approval of the
Note Issuer) may, and the Certificate Trustee and the Delaware Trustee will,
with the consent of Certificateholders holding not less than a majority of the
aggregate outstanding principal amount of the Certificates of all affected
Classes, enter into one or more agreements supplemental to the Trust Agreement
for the purpose of, among other things, adding any provisions to or changing
in any manner or eliminating any of the provisions of the Trust Agreement. No
amendment, however, may, without the consent of each Certificateholder
affected thereby, (a) reduce in any manner the amount of, or delay the timing
of, deposits or distributions on any Certificate, (b) permit the disposition
of any Note held by the Trust except as permitted by the Trust Agreement, or
otherwise deprive any Certificateholder of the benefit of the ownership of the
related Notes held by the Trust, (c) reduce the aforesaid percentage of the
aggregate outstanding principal amount of the Certificates the holders of
which are required to consent to any such amendment, (d) modify the provisions
in the Trust Agreement relating to amendments with the consent of
Certificateholders, except to increase the percentage vote necessary to
approve amendments or to add further provisions which cannot be modified or
waived without the consent of all Certificateholders, or (e) adversely affect
the status of the Trust as a grantor trust not taxable as a corporation for
federal income tax purposes. Promptly following the execution of any amendment
to the Trust Agreement (other than an amendment described in the preceding
paragraph), the Certificate Trustee will furnish written notice of the
substance of such amendment to each Certificateholder.
Any supplement to the Trust Agreement executed in connection with the
issuance of one or more new Series of Certificates will not be considered an
amendment to the Trust Agreement.
LIST OF CERTIFICATEHOLDERS
Upon written request of any Certificateholder or group of Certificateholders
of any Series or of all outstanding Series of record holding Certificates
evidencing not less than ten percent of the aggregate outstanding principal
amount of the Certificates of such Series or all Series, as applicable, the
Certificate Trustee will afford such Certificateholder or Certificateholders
access during business hours to the current list of Certificateholders of such
Series or of all outstanding Series, as the case may be, for purposes of
communicating with other Certificateholders with respect to their rights under
the Trust Agreement.
The Trust Agreement does not provide for any annual or other meetings of
Certificateholders.
REGISTRATION AND TRANSFER OF THE CERTIFICATES
If so specified in the related Prospectus Supplement, one or more Classes of
Certificates will be issued in definitive form and will be transferable and
exchangeable at the office of the registrar identified in the related
Prospectus Supplement. Unless otherwise specified in the related Prospectus
Supplement, no service charge will be made for any such registration or
transfer of such Certificates, but the owner may be required to pay a sum
sufficient to cover any tax or other governmental charge.
Each Class of Certificates will be issued in the minimum initial
denominations set forth in the related Prospectus Supplement and, except as
otherwise provided in the related Prospectus Supplement, in integral multiples
thereof.
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Distributions of interest and principal will be made on each Distribution
Date to the Certificateholders in whose names the Certificates were registered
on the related Record Date.
BOOK-ENTRY REGISTRATION
If so specified in the related Prospectus Supplement, one or more Classes of
Certificates initially may be Book-Entry Certificates, which are initially
represented by one or more certificates registered in the name of Cede, as
nominee of DTC, or another securities depository, and are available only in
the form of book-entries. Any Book-Entry Certificates will initially be
registered in the name of Cede, the nominee of DTC. Holders may also hold
Certificates of a Class through Centrale de Livraison de Valeurs Mobilieres
S.A. ("CEDEL") or the Euroclear System ("Euroclear") (in Europe), if they are
participants in such systems or indirectly through organizations that are
participants in such systems.
Cede, as nominee for DTC, will hold the global Certificate or Certificates.
CEDEL and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in CEDEL's and Euroclear's
names on the books of their respective Depositaries (as defined herein) which
in turn will hold such positions in customers' securities accounts in the
Depositaries' names on the books of DTC. Citibank, N.A. will act as depositary
for CEDEL and Morgan Guaranty Trust Company of New York will act as depositary
for Euroclear (in such capacities, the "Depositaries").
DTC is a limited-purpose trust company organized under the laws of the State
of New York, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC was created to hold securities for its
participating organizations, which are the Participants, and facilitate the
settlement of securities transactions between Participants through electronic
book-entry changes in accounts of its Participants, thereby eliminating the
need for physical movement of securities. Participants include underwriters,
securities brokers and dealers, banks, trust companies and clearing
corporations and may include certain other organizations. Indirect access to
the DTC system also is available to Indirect Participants, which are others
such as banks, brokers, dealers and trust companies that clear through or
maintain a custodial relationship with a Participant, either directly or
indirectly.
Transfers between Participants will occur in accordance with DTC rules.
Transfers between CEDEL Participants (as defined herein) and Euroclear
Participants (as defined herein) will occur in accordance with their
respective rules and operating procedures.
Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly or indirectly through CEDEL or
Euroclear Participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing
system by its Depositary. Cross-market transactions will require delivery of
instructions to the relevant European international clearing system by the
counterparty in such system in accordance with its rules and procedures and
within its established deadlines (European time). The relevant European
international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its Depositary to take action to effect
final settlement on its behalf by delivering or receiving bonds in DTC, and
making or receiving distributions in accordance with normal procedures for
same-day funds settlement applicable to DTC. CEDEL Participants and Euroclear
Participants may not deliver instructions directly to the Depositaries.
Because of time-zone differences, credits of securities received in CEDEL or
Euroclear as a result of a transaction with a Participant will be made during
subsequent settlement processing and dated the Certificate Business Day
following the DTC settlement date. Such credits or any transactions in such
Certificates settled during such processing will be reported to the relevant
Euroclear or CEDEL Participant on such Certificate Business Day. Cash received
in CEDEL or Euroclear as a result of sales of Certificates by or through a
CEDEL Participant or a Euroclear Participant to a DTC Participant will be
received with value on the DTC settlement date but will be available in the
relevant CEDEL or Euroclear cash account only as of the Certificate Business
Day following settlement in DTC.
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Certificateholders that are not Participants or Indirect Participants but
desire to purchase, sell or otherwise transfer ownership of, or other
interests in, Certificates may do so only through Participants and Indirect
Participants. In addition, Certificateholders will receive all distributions
of principal and interest on the Certificates from the Certificate Trustee
through DTC and its Participants. Under a book-entry format,
Certificateholders will receive distributions after the related Distribution
Date, as the case may be, because, while distributions are required to be
forwarded to Cede, as nominee for DTC, on each such date, DTC will forward
such distributions to its Participants, which thereafter will be required to
forward them to Indirect Participants or holders of beneficial interests in
the Certificates. The Certificate Trustee, the Seller, the Servicer and any
paying agent, transfer agent or registrar may treat the registered holder in
whose name any Certificate is registered (expected to be Cede) as the absolute
owner thereof (whether or not such Certificate is overdue and notwithstanding
any notice of ownership or writing thereon or any notice to the contrary) for
the purpose of making distributions and for all other purposes.
Unless and until Definitive Certificates (as defined herein) are issued, it
is anticipated that the only "holder" of Book-Entry Certificates of any Series
will be Cede, as nominee of DTC. Certificateholders will only be permitted to
exercise their rights as Certificateholders indirectly through Participants
and DTC. All references herein to actions by Certificateholders thus refer to
actions taken by DTC upon instructions from its Participants, and all
references herein to distributions, notices, reports and statements to
Certificateholders refer to distributions, notices, reports and statement to
Cede, as the registered holder of the Certificates, for distribution to the
beneficial owners of the Certificate in accordance with DTC procedures.
While any Book-Entry Certificates of a Series are outstanding (except under
the circumstances described below), under the rules, regulations and
procedures creating and affecting DTC and its operations (the "Rules"), DTC is
required to make book-entry transfers among Participants on whose behalf it
acts with respect to the Book-Entry Certificates and is required to receive
and transmit distributions of principal of, and interest on, the Book-Entry
Certificates. Participants with whom Certificateholders have accounts with
respect to Book-Entry Certificates are similarly required to make book-entry
transfers and receive and transmit such distributions on behalf of their
respective Certificateholders. Accordingly, although Certificateholders will
not possess physical certificates, the Rules provide a mechanism by which
Certificateholders will receive distributions and will be able to transfer
their interests.
Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of holders of
beneficial interests in the Certificates to pledge Certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions
in respect of such Certificates, may be limited due to the lack of a
Definitive Certificate for such Certificates.
DTC has advised the Certificate Trustee that it will take any action
permitted to be taken by a Certificateholder under the Trust Agreement and the
related Prospectus Supplement only at the direction of one or more
Participants to whose account with DTC the Certificates are credited.
Additionally, DTC has advised the Certificate Trustee that it may take actions
with respect to the Certificateholders' Interest that might conflict with
other of its actions with respect thereto.
CEDEL is incorporated under the laws of Luxembourg as a professional
depository. CEDEL holds securities for its participating organizations ("CEDEL
Participants") and facilitates the clearance and settlement of securities
transactions between CEDEL Participants through electronic book-entry changes
in accounts of CEDEL Participants, thereby eliminating the need for physical
movement of securities. Transactions may be settled in CEDEL in any of 28
currencies, including United States dollars. CEDEL provides to CEDEL
Participants, among other things, services for safekeeping, administration,
clearance and settlement of internationally traded securities and securities
lending and borrowing. CEDEL interfaces with domestic markets in several
countries. As a professional depository, CEDEL is subject to regulation by the
Luxembourg Monetary Institute. CEDEL Participants are recognized financial
institutions around the world including underwriters, securities brokers and
dealers, banks, trust companies, clearing corporations and certain other
organizations and may include any underwriters, agents or dealers with respect
to a Series of Certificates offered hereby. Indirect
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access to CEDEL is also available to others, such as banks, brokers, dealers
and trust companies that clear through or maintain a custodial relationship
with a CEDEL Participant, either directly or indirectly.
Euroclear was created in 1968 to hold securities for participants of the
Euroclear System ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of securities and any risk from lack of simultaneous transfers of
securities and cash. Transactions may now be settled in any of 29 currencies,
including United States dollars. The Euroclear System includes various other
services, including securities lending and borrowing, and interfaces with
domestic markets in several countries generally similar to the arrangements
for cross-market transfers with DTC described above. The Euroclear System is
operated by Morgan Guaranty Trust Company of New York, Brussels, Belgium
office (the "Euroclear Operator"), under contract with Euroclear Clearance
System S.C., a Belgian cooperative corporation (the "Cooperative"). All
operations are conducted by the Euroclear Operator, and all Euroclear
securities clearance accounts and Euroclear cash accounts are accounts with
the Euroclear Operator, not the Cooperative. The Cooperative establishes
policy for Euroclear on behalf of Euroclear Participants. Euroclear
Participants include banks (including central banks), securities brokers and
dealers and other professional financial intermediaries. Indirect access to
Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear Participant, either directly or
indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation that is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of Euroclear and applicable Belgian law
(collectively, the "Terms and Conditions"). The Terms and Conditions govern
transfers of securities and cash within Euroclear, withdrawals of securities
and cash from Euroclear and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible basis without
attribution of specific securities to specific securities clearance accounts.
The Euroclear Operator acts under the Terms and Conditions only on behalf of
Euroclear Participants, and has no record of or relationship with persons
holding through Euroclear Participants.
Distributions with respect to Certificates held through CEDEL or Euroclear
will be credited to the cash accounts of CEDEL Participants or Euroclear
Participants in accordance with the relevant systems' rules and procedures, to
the extent received by its Depositary. Such distributions will be subject to
tax reporting in accordance with relevant United States tax laws and
regulations. See "Certain Federal Income Tax Consequences" herein. CEDEL or
the Euroclear Operator, as the case may be, will take any other action
permitted to be taken by a Certificateholder under the Trust Agreement or the
relevant Prospectus Supplement on behalf of a CEDEL Participant or Euroclear
Participant only in accordance with its relevant rules and procedures and
subject to its Depositary's ability to effect such actions on its behalf
through DTC.
Although DTC, CEDEL and Euroclear have agreed to the foregoing procedures in
order to facilitate transfers of Certificates among participants of DTC, CEDEL
and Euroclear, they are under no obligation to perform or continue to perform
such procedures and such procedures may be discontinued at any time.
DEFINITIVE CERTIFICATES
Certificates of a Class will be issued in registered form to
Certificateholders, or their nominees, rather than to DTC (such Certificates
being referred to herein as "Definitive Certificates") only under the
circumstances provided in the Trust Agreement, which will include (a) DTC
advising the Certificate Trustee in writing that DTC is no longer willing or
able to discharge properly its responsibilities as nominee and depository with
respect to the Book-Entry Certificates of such Class and the Certificate
Trustee or the Infrastructure Bank being unable to locate a qualified
successor, (b) the Infrastructure Bank (with the prior written approval of the
Note Issuer)
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electing to terminate the book-entry system through DTC or (c) after the
occurrence of an Event of Default under the terms of the Trust Agreement,
holders of Certificates representing not less than 50 percent of the aggregate
outstanding principal amount of the Certificates of all Series advising DTC in
writing that the continuation of a book-entry system through DTC (or a
successor thereto) to the exclusion of any physical certificates being issued
to Certificateholders is no longer in the best interests of
Certificateholders. Upon issuance of Definitive Certificates of a Class, such
Certificates will be transferable directly (and not exclusively on a book-
entry basis) and registered holders will deal directly with the Certificate
Trustee with respect to transfers, notices and distributions.
Upon the occurrence of any of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of Definitive Certificates. Upon surrender by DTC of
the definitive securities representing the Certificates and instructions for
registration, the Certificate Trustee will issue the Certificates in the form
of Definitive Certificates, and thereafter the Certificate Trustee will
recognize the holders of such Definitive Certificates as Certificateholders
under the Trust Agreement and the related Prospectus Supplement.
Distribution of principal of and interest on the Certificates will be made
by the Certificate Trustee directly to Certificateholders in accordance with
the procedures set forth herein and in the Trust Agreement and the related
Prospectus Supplement. Interest distributions and principal distributions will
be made to Certificateholders in whose names the Definitive Certificates were
registered at the close of business on the related Record Date. Distributions
will be made by check mailed to the address of such Certificateholder as it
appears on the register maintained by the Certificate Trustee. The final
distribution on any Certificate (whether Definitive Certificates or
Certificates registered in the name of Cede), however, will be made only upon
presentation and surrender of such Certificate on the final distribution date
at such office or agency as is specified in the notice of final distribution
to Certificateholders. The Certificate Trustee will provide such notice to
registered Certificateholders not later than the fifth day of the month of the
final distribution.
Definitive Certificates will be transferable and exchangeable at the offices
of the transfer agent and registrar, which initially will be the Certificate
Trustee. No service charge will be imposed for any registration of transfer or
exchange, but the transfer agent and registrar may require payment of a sum
sufficient to cover any tax or other governmental charge imposed in connection
therewith.
CONDITIONS OF ISSUANCE OF ADDITIONAL SERIES
The issuance of any additional Series of Certificates is subject to the
following conditions, among others:
(a) appropriate documentation required by the Note Indenture and Trust
Agreement, including supplements thereto, shall have been authorized, executed
and delivered by all parties required to do so by the terms of the relevant
documents;
(b) an Issuance Advice Letter shall have been submitted to the CPUC and
shall have become effective;
(c) the Rating Agency Condition shall have been satisfied with respect to
such issuance;
(d) such issuance will not adversely affect the status of the Trust as a
grantor trust not taxable as a corporation for federal income tax purposes;
(e) no Event of Default shall have occurred and be continuing under the Note
Indenture or the Trust Agreement;
(f) as of the date of issuance, the Trust shall have sufficient funds
available to pay the purchase price for the related Series of Notes, as well
as the costs of issuance of the Series of Certificates (to the extent not
payable from Note proceeds) and all conditions to the issuance of a new series
of Notes and Certificates shall have been satisfied or waived; and
(g) delivery by the Note Issuer to the Note Trustee of certain certificates
and opinions specified in the Note Indenture.
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CERTAIN FEDERAL INCOME TAX CONSEQUENCES
Interest on the Certificates will be included in gross income for federal
income tax purposes.
GENERAL
The following is a general discussion of material federal income tax
consequences relating to the purchase, ownership and disposition of a
Certificate, and is based on the opinion of Special Counsel. This discussion
represents the opinion of Special Counsel, subject to the qualifications set
forth therein or herein. Additional federal income tax considerations relevant
to a particular Series may be set forth in the related Prospectus Supplement.
This discussion is based on current provisions of the Internal Revenue Code of
1986, as amended (the "Code"), currently applicable Treasury regulations, and
judicial and administrative rulings and decisions. Legislative, judicial or
administrative changes may be forthcoming that could alter or modify the
statements and conclusions set forth herein. Any such changes or
interpretations may or may not be retroactive and could affect tax
consequences to Certificateholders.
The discussion does not address all of the tax consequences relevant to a
particular Certificateholder in light of that Certificateholder's
circumstances, and some Certificateholders may be subject to special tax rules
and limitations not discussed below (e.g., life insurance companies, tax-
exempt organizations, financial institutions or broker-dealers). CONSEQUENTLY,
EACH PROSPECTIVE CERTIFICATEHOLDER IS URGED TO CONSULT ITS OWN TAX ADVISER IN
DETERMINING THE FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND ANY OTHER TAX
CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF A CERTIFICATE.
For purposes of this discussion, "U.S. Person" means (i) a citizen or
resident of the United States; (ii) a corporation (or entity treated as a
corporation for tax purposes) created or organized in the United States, or
under the laws of the United States or of any state thereof (including the
District of Columbia); (iii) a partnership (or entity treated as a partnership
for tax purposes) organized in the United States, or under the laws of the
United States or of any state thereof (including the District of Columbia)
unless provided otherwise by future Treasury regulations; (iv) an estate the
income of which is includible in gross income for U.S. federal income tax
purposes regardless of its source; or (v) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust and one or more United States persons has the authority to control all
substantial decisions of the trust. Notwithstanding the last clause of the
preceding sentence, to the extent provided in Treasury regulations, certain
trusts in existence on August 20, 1996, and treated as U.S. Persons prior to
such date, may elect to continue to be U.S. Persons. The term "U.S.
Certificateholder" means any U.S. Person and any other person to the extent
that income attributable to its interest in a Certificate is effectively
connected with that person's conduct of a U.S. trade or business. The term
"non-U.S. Certificateholder" means any person other than a U.S.
Certificateholder.
The discussion assumes that a Certificate is issued in registered form.
Moreover, the discussion assumes that any original issue discount ("OID") on
the Underlying Notes (i.e., any excess of the stated redemption price at
maturity of the Underlying Note over its issue price) is less than a de
minimis amount (i.e., 0.25 percent of its stated redemption price at maturity
multiplied by the Underlying Note's weighted average maturity), all within the
meaning of the OID regulations. The applicable Prospectus Supplement will set
forth a discussion of any additional material tax consequences with respect to
Certificates not conforming to the foregoing assumptions.
TREATMENT OF THE CERTIFICATES
The Seller has received a ruling from the Internal Revenue Service ("IRS")
holding that the Underlying Notes are obligations of the Seller for federal
income tax purposes. Special Counsel has opined that the Trust will not be a
business entity classified as a corporation or a publicly traded partnership
treated as a corporation, but will be treated as a grantor trust. Further,
Special Counsel has opined that each Class of Certificates bearing a fixed
interest rate (the "Fixed Rate Certificates") will evidence ownership of a
fractional undivided beneficial
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interest in the related Class of Underlying Notes, and each Class of Floating
Rate Certificates will evidence ownership of a fractional undivided beneficial
interest in the related Class of Underlying Notes and the related Swap
Agreement.
TAXATION OF U.S. FIXED RATE CERTIFICATEHOLDERS
General. Assuming, in accordance with Special Counsel's opinion, that the
Fixed Rate Certificates represent ownership of the Underlying Notes for
federal income tax purposes, stated interest on a beneficial interest in such
Certificates will be taxable as ordinary income when received or accrued by
U.S. Certificateholders in accordance with their method of accounting.
Generally, interest received on the Fixed Rate Certificates will constitute
"investment income" for purposes of certain limitations of the Code concerning
the deductibility of investment interest expense.
Market Discount. A U.S. Certificateholder who purchases (including a
purchase at original issuance for a price less than the issue price) an
interest in a Fixed Rate Certificate at a discount that exceeds any
unamortized OID may be subject to the "market discount" rules of sections 1276
through 1278 of the Code. These rules generally provide that, subject to a
statutorily-defined de minimis exception, if a U.S. Certificateholder acquires
a Fixed Rate Certificate at a market discount (i.e., at a price below its
stated redemption price at maturity or its revised issue price if it was
issued with OID) and thereafter recognizes gain upon a disposition of the
Fixed Rate Certificate (or disposes of it in certain non-recognition
transactions, including by gift), the lesser of such gain (or appreciation, in
the case of an applicable non-recognition transaction) or the portion of the
market discount that accrued while the Fixed Rate Certificate was held by such
holder will be treated as ordinary interest income at the time of the
disposition. In addition, a U.S. Certificateholder who acquired a Fixed Rate
Certificate at a market discount would be required to treat as ordinary
interest income the portion of any principal payment attributable to accrued
market discount on such Fixed Rate Certificate. Generally, market discount
accrues ratably over the life of a debt instrument unless the debt holder
elects to accrue market discount on a constant yield to maturity basis. It is
not clear how either the ratable accrual or constant yield accrual
methodologies apply to instruments such as the Fixed Rate Certificates where
the timing of principal payments is uncertain. Investors should consult their
own tax advisors concerning the accrual of market discount. The market
discount rules also provide that a U.S. Certificateholder who acquires a Fixed
Rate Certificate at a market discount may be required to defer a portion of
any interest expense that otherwise may be deductible on any indebtedness
incurred or maintained to purchase or carry the Fixed Rate Certificate until
the holder disposes of the Certificate in a taxable transaction.
A U.S. Certificateholder who acquired a Fixed Rate Certificate at a market
discount may elect to include market discount in income as the discount
accrues, either on a ratable basis or, if elected, on a constant yield basis.
The current inclusion election, once made, applies to all market discount
obligations acquired on or after the first day of the first taxable year to
which the election applies, and may not be revoked without the consent of the
IRS. If a holder elects to include market discount in income in accordance
with the preceding sentence, the foregoing rules with respect to the
recognition of ordinary income on sales, principal payments and certain other
dispositions of the Fixed Rate Certificates and the deferral of interest
deductions on indebtedness related to the investor certificates will not
apply.
Amortizable Bond Premium. A U.S. Certificateholder who purchases an interest
in a Fixed Rate Certificate at a premium may elect to offset the premium
against interest income under the constant yield method over the remaining
term of the Fixed Rate Certificate in accordance with the provisions of
section 171 of the Code. A holder that elects to amortize bond premium must
reduce the tax basis in the related Fixed Rate Certificate by the amount of
bond premium used to offset interest income. If a Fixed Rate Certificate
purchased at a premium is redeemed in full prior to its maturity, a holder who
has elected to amortize bond premium should be entitled to a deduction in the
taxable year of redemption in an amount equal to the excess, if any, of the
adjusted basis of the Fixed Rate Certificate over the greater of the
redemption price or the amount payable on maturity.
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TAXATION OF U.S. FLOATING RATE CERTIFICATEHOLDERS
Generally, as explained above, each Floating Rate Certificateholder will be
treated as having purchased an interest in an Underlying Note and an interest
in the related Swap Agreement. The tax treatment of the Certificateholder's
interest in the Underlying Note would generally be the same as that described
above in the case of a Certificateholder who purchased an interest in a Class
of Fixed Rate Certificates.
Each Floating Rate Certificateholder will include in income its share of the
fixed rate interest on the Underlying Note in accordance with its regular
method of tax accounting. As the tax owner of an undivided interest in the
Swap Agreement related to that Class, the Certificateholder would account for
income and expense with respect to the Swap Agreement under the rules set out
in Treas. Reg. (S) 1.446-3 (the "Notional Principal Contract" or "NPC"
regulations).
The tax treatment of payments made or received under a Swap Agreement
depends on whether the payments are periodic payments, nonperiodic payments,
or termination payments. A periodic payment is any payment made under a
contract payable at intervals of one year or less during the entire term of
the contract that is based on a specified index (which includes a fixed rate)
and a notional principal amount. A nonperiodic payment is usually an upfront
payment made by one party to a notional principal contract to induce the other
party to enter into the contract. It is not anticipated that there will be any
nonperiodic payment made with respect to a Swap Agreement. If such a
nonperiodic payment is expected to be made, the tax treatment will be
described in a Prospectus Supplement.
For any taxable year, a Floating Rate Certificateholder would include in, or
deduct from, gross income the Certificateholder's net swap income or expense.
Net swap income or expense would include the sum of all periodic payments
recognized and attributable to the year.
Periodic payments made on any quarterly payment date would be allocated
ratably among the days in the quarter, and a Floating Rate Certificateholder
would include or deduct its share of the net periodic payments allocated to
the year.
Each purchaser of a Floating Rate Certificate would be required to allocate
its purchase price between the Underlying Note and the related Swap Agreement
based on their relative fair market values. For example, even if a Floating
Rate Certificate were purchased for its face amount, the holder might be
considered to have acquired the Underlying Note at a discount and to have
acquired the related Swap Agreement for the remaining purchase price. This
bifurcation of the purchase price of the Floating Rate Certificate could
result in aggregate net income to the Floating Rate Certificateholder that
differed somewhat in any particular year from the interest actually payable on
the Certificate for such year. A holder could avoid such results by making an
integration election on or before the acquisition date of the Floating Rate
Certificate in the manner described below under "Integration of the Underlying
Notes and the Swap Agreement."
Moreover, if an individual were to hold a Floating Rate Certificate, any net
swap expense for any year would be treated as a miscellaneous itemized
deduction. In computing taxable income, an individual is allowed to deduct
miscellaneous itemized deductions only to the extent the sum of such
deductions exceeds two percent of the individual's adjusted gross income.
Further, an individual is not allowed a deduction for miscellaneous itemized
deductions in computing alternative minimum taxable income. Thus, for any
period for which the fixed rate on the Underlying Notes exceeded the floating
rate payments made to the Trust under the Swap Agreement, an individual would
include in income interest at the full fixed rate payable on the Underlying
Notes, but could be precluded from deducting the net swap expense for the
period due to the limitations imposed on miscellaneous itemized deductions. An
individual could avoid such treatment by making an integration election in the
manner described below under "Integration of the Underlying Notes and the Swap
Agreement."
A termination payment is a payment made to assign or extinguish a party's
rights and obligations under a swap contract. If a Certificateholder were to
sell its interest in a Floating Rate Certificate, it would be considered to
have made or to have received a termination payment with respect to its
interest in the Swap Agreement. The
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Certificateholder would recognize gain or loss in the year that it terminated
its interest in the Swap Agreement determined by reference to the amount of
the termination payment made or received and the Certificateholder's basis in
the Swap Agreement.
A Floating Rate Certificateholder could also receive a termination payment
if an event of default under the Swap Agreement were to occur. If such an
event were to occur, the Certificateholder could recognize gain upon receipt
of a termination payment.
INTEGRATION OF THE UNDERLYING NOTES AND THE SWAP AGREEMENT
In lieu of the tax treatment described above, a Floating Rate
Certificateholder could identify the purchase of a Floating Rate Certificate
as the acquisition of a fixed rate debt instrument together with a hedge under
Treas. Reg. (S) 1.1275-6. In essence, if the Certificateholder identifies the
Underlying Note and the related Swap Agreement as an integrated transaction on
its books and records, on or before the acquisition date of the Floating Rate
Certificate, it may be able to integrate the cash flows on the Swap Agreement
and the fixed rate Underlying Note and treat the combined cash flows as a
single synthetic floating rate debt instrument. All interest on the synthetic
floating rate debt instrument would be treated as original issue discount,
includible in income as it accrues regardless of the holder's method of
accounting. The disposition of a Floating Rate Certificate that was identified
under the integration regime would be treated as the disposition of a single
synthetic floating rate debt instrument.
If a Swap Counterparty default event were to occur so that the Swap
Agreement terminated, a Certificateholder who had made an integration election
would be treated as having "legged-out" of integration. Such a
Certificateholder could recognize gain as a result of such legging-out.
Certificateholders are urged to consult their own tax advisors concerning the
integration election.
SALE OR EXCHANGE OF FIXED RATE CERTIFICATES
Upon a disposition of an interest in a Fixed Rate Certificate, a U.S.
Certificateholder generally will recognize gain or loss equal to the
difference between (i) the amount of cash and the fair market value of any
other property received (other than amounts attributable to, and taxable as,
accrued stated interest) and (ii) the U.S. Certificateholder's adjusted basis
in its interest in the Fixed Rate Certificate. The adjusted basis in the
interest in the Fixed Rate Certificate will equal its cost, increased by any
OID or market discount included in income with respect to the interest in the
Fixed Rate Certificate prior to its disposition and reduced by any payments
reflecting principal or OID previously received with respect to the interest
in the Fixed Rate Certificate and any amortized premium. Subject to the OID
and market discount rules, gain or loss will generally be capital gain or loss
if the interest in the Fixed Rate Certificate was held as a capital asset.
Capital losses generally may be used by a corporate taxpayer only to offset
capital gains and by an individual taxpayer only to the extent of capital
gains plus $3,000 of other income.
SALE OR EXCHANGE OF FLOATING RATE CERTIFICATES
If a Floating Rate Certificateholder does not make an integration election,
then the sale or exchange of a Floating Rate Certificate will be treated as
the sale of an interest in the related Note and an assignment of an interest
in the Swap Agreement. The total sale proceeds would be allocated between the
Underlying Note and the Swap Agreement in proportion to their relative fair
market values. Gain or loss on the Underlying Note would be determined in the
manner described above, and gain or loss on the Swap Agreement would give rise
to gain or loss as described above for termination payments. If the Swap
Agreement has a negative value at the time of the sale of a Floating Rate
Certificate, the Floating Rate Certificateholder would apparently be treated
as having sold the Underlying Note for its fair market value (which would
exceed the sale proceeds) and as having paid such excess to the purchaser of
the Floating Rate Certificate in consideration for the assumption of the
obligations under the Swap Agreement. If an integration election is made,
however, the Certificateholder would be viewed as having sold a single
floating rate debt instrument and could recognize gain or loss on such sale.
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NON-U.S. CERTIFICATEHOLDERS
In general, a non-U.S. Certificateholder will not be subject to U.S. federal
income tax on interest (including OID) on a beneficial interest in a
Certificate unless (i) the non-U.S. Certificateholder is a controlled foreign
corporation that is related to the Seller through stock ownership or (ii) the
non-U.S. Certificateholder is a bank which receives interest as described in
Code Section 881(c)(3)(A). To qualify for the exemption from taxation, the
last U.S. Person in the chain of payment prior to payment to a non-U.S.
Certificateholder (the "Withholding Agent") must have received (in the year in
which a payment of interest or principal occurs or in either of the two
preceding years) a statement that (i) is signed by the non-U.S.
Certificateholder under penalty of perjury, (ii) certifies that the non-U.S.
Certificateholder is not a U.S. Person and (iii) provides the name and address
of the non-U.S. Certificateholder. The statement may be made on a Form W-8 or
substantially similar substitute form, and the non-U.S. Certificateholder must
inform the Withholding Agent of any change in the information on the statement
within 30 days of the change. If a Certificate is held through a securities
clearing organization or certain other financial institutions, the
organization or institution may provide a signed statement to the Withholding
Agent. However, in that case, the signed statement must be accompanied by a
Form W-8 or substitute form provided by the non-U.S. Certificateholder to the
organization or institution holding the Certificate on behalf of the non-U.S.
Certificateholder. The U.S. Treasury Department is considering implementation
of further certification requirements aimed at determining whether the issuer
of a debt obligation is related to holders thereof.
Generally, any gain or income realized by a non-U.S. Certificateholder upon
retirement or disposition of an interest in a Certificate (other than gain
attributable to accrued interest or OID, which is addressed in the preceding
paragraph) will not be subject to U.S. federal income tax, provided that in
the case of a Certificateholder that is an individual, such Certificateholder
is not present in the United States for 183 days or more during the taxable
year in which such retirement or disposition occurs. Certain exceptions may be
applicable, and an individual non-U.S. Certificateholder should consult a tax
adviser.
If a non-U.S. Certificateholder were to hold an interest in a Floating Rate
Certificate, generally, any income attributable to the non-U.S.
Certificateholder's interest in the Swap Agreement, irrespective of whether an
integration election were made, would not be U.S. source income. Consequently,
it would not be subject to U.S. federal income tax.
INFORMATION REPORTING AND BACKUP WITHHOLDING
Backup withholding of U.S. federal income tax at a rate of 31 percent may
apply to payments made in respect of a Certificate to a registered owner who
is not an "exempt recipient" and who fails to provide certain identifying
information (such as the registered owner's taxpayer identification number) in
the manner required. Generally, individuals are not exempt recipients whereas
corporations and certain other entities are exempt recipients. Payments made
in respect of a U.S. Certificateholder must be reported to the IRS, unless the
U.S. Certificateholder is an exempt recipient or otherwise establishes an
exemption.
In the case of payments of principal of and interest on (and the amount of
OID, if any, accrued on) Certificates to non-U.S. Certificateholders,
temporary Treasury regulations provide that backup withholding and information
reporting will not apply to payments with respect to which either requisite
certification has been received or an exemption has otherwise been established
(provided that neither the Certificate Trustee nor a paying agent has actual
knowledge that the holder is a U.S. Person or that the conditions of any other
exemption are not in fact satisfied). Payments of the proceeds of the sale of
a Certificate to or through a foreign office of a broker that is a U.S.
Person, a controlled foreign corporation for United States federal income tax
purposes or a foreign person 50 percent or more of whose gross income is
effectively connected with the conduct of a trade or business within the
United States for a specified three-year period are currently subject to
certain information reporting requirements, unless the payee is an exempt
recipient or such broker has evidence in its records that the payee is not a
U.S. Person and no actual knowledge that such evidence is false and certain
other conditions are met. Temporary Treasury regulations indicate that such
payments are not currently subject to backup
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withholding. Under current Treasury regulations, payments of the proceeds of a
sale to or through the United States office of a broker will be subject to
information reporting and backup withholding unless the payee certifies under
penalty of perjury as to his or her status as a non-U.S. Person and certain
other qualifications (and no agent of the broker who is responsible for
receiving or reviewing such statement has actual knowledge that it is
incorrect) and provides his or her name and address or the payee otherwise
establishes an exemption.
Any amounts withheld under the backup withholding rules from a payment to a
Certificateholder would be allowed as a refund or a credit against such
Certificateholder's U.S. federal income tax, provided that the required
information is furnished to the IRS.
THE TREASURY DEPARTMENT RECENTLY PROMULGATED FINAL REGULATIONS REGARDING THE
WITHHOLDING AND INFORMATION REPORTING RULES DISCUSSED ABOVE. IN GENERAL, THE
FINAL REGULATIONS DO NOT SIGNIFICANTLY ALTER THE SUBSTANTIVE WITHHOLDING AND
INFORMATION REPORTING REQUIREMENTS BUT RATHER UNIFY CURRENT CERTIFICATION
PROCEDURES AND FORMS AND CLARIFY RELIANCE STANDARDS. IN ADDITION, THE FINAL
REGULATIONS PERMIT THE SHIFTING OF PRIMARY RESPONSIBILITY FOR WITHHOLDING TO
CERTAIN FINANCIAL INTERMEDIARIES ACTING ON BEHALF OF BENEFICIAL OWNERS. THE
FINAL REGULATIONS ARE GENERALLY EFFECTIVE FOR PAYMENTS MADE AFTER DECEMBER 31,
1998, SUBJECT TO CERTAIN TRANSITION RULES. OFFERED CERTIFICATEHOLDERS SHOULD
CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE IMPACT, IF ANY, OF THE
FINAL REGULATIONS.
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STATE TAXATION
CALIFORNIA TAXATION
In the opinion of Special Counsel, interest and OID on the Certificates will
be exempt from California personal income tax, but not exempt from the
California franchise tax applicable to banks and corporations. Gain or loss,
if any, resulting from an exchange or redemption of Certificates will be
recognized in the year of the exchange or redemption. Present California law
taxes both long-term and short-term capital gains at the rates applicable to
ordinary income. Interest on indebtedness incurred or continued by a
Certificateholder in connection with the purchase of Certificates will not be
deductible for California personal income tax purposes.
OTHER STATES
The discussion above does not address the taxation of the Trust or the tax
consequences of the purchase, ownership or disposition of an interest in the
Certificates under any state or local tax law other than that of the State of
California. Each investor should consult its own tax adviser regarding state
and local tax consequences.
ERISA CONSIDERATIONS
ERISA and/or Section 4975 of the Code impose certain requirements on
employee benefit plans and certain other plans and arrangements, including
individual retirement accounts and annuities, Keogh plans and certain
collective investment funds or insurance company general or separate accounts
in which such plans, accounts or arrangements are invested, that are subject
to the fiduciary responsibility and prohibited transaction provisions of ERISA
and/or Section 4975 of the Code (collectively, "Plans"), and on persons who
are fiduciaries with respect to Plans, in connection with the investment of
assets that are treated as "plan assets" of any Plan for purposes of applying
Title I of ERISA and Section 4975 of the Code ("Plan Assets"). ERISA imposes
on Plan fiduciaries certain general fiduciary requirements, including those of
investment prudence and diversification and the requirement that a Plan's
investments be made in accordance with the documents governing the Plan.
Generally, any person who has discretionary authority or control respecting
the management or disposition of Plan Assets, and any person who provides
investment advice with respect to Plan Assets for a fee or other
consideration, is a fiduciary with respect to such Plan Assets.
ERISA and Section 4975 of the Code prohibit a broad range of transactions
involving Plan Assets and persons who have certain specified relationships to
a Plan or its Plan Assets ("parties in interest" under ERISA and "disqualified
persons" under the Code (collectively, "Parties in Interest")), unless a
statutory or administrative exemption is available. Parties in Interest and
Plan fiduciaries that participate in a prohibited transaction may be subject
to penalties imposed under ERISA and/or excise taxes imposed pursuant to
Section 4975 of the Code, unless a statutory or administrative exemption is
available. These prohibited transactions generally are set forth in Section
406 of ERISA and Section 4975 of the Code.
Any fiduciary or other Plan investor considering whether to purchase the
Certificates of any Class or Series on behalf or with Plan Assets of any Plan
should consult with its legal advisors and refer to the related Prospectus
Supplement for guidance regarding the ERISA Considerations applicable to the
Certificates offered thereby.
Certain employee benefit plans, such as governmental plans (as defined in
Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33)
of ERISA), are not subject to the requirements of ERISA or Section 4975 of the
Code. Accordingly, except as provided in the applicable Prospectus Supplement,
assets of such plans may be invested in the Certificates of any Class or
Series without regard to the ERISA considerations described herein, subject to
the provisions of other applicable federal and state law. However, any such
plan that is qualified and exempt from taxation under Sections 401(a) and
501(a) of the Code is subject to the prohibited transaction rules set forth in
Section 503 of the Code.
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USE OF PROCEEDS
The Trust will use the net proceeds received from each sale of a Series of
Certificates to purchase the related Note or Notes from the Note Issuer. The
Note Issuer will use such proceeds to purchase the Transition Property from
the Seller and to pay issuance costs related to the Notes. The Seller will use
such proceeds to repay outstanding debt and reduce the amount of outstanding
equity.
PLAN OF DISTRIBUTION
The Certificates of each Series may be sold to or through underwriters named
in the related Prospectus Supplement (the "Underwriters") by a negotiated firm
commitment underwriting and public reoffering by the Underwriters or such
other underwriting arrangement as may be specified in the related Prospectus
Supplement or may be offered or placed either directly or through agents. The
Note Issuer and the Trust intend that Certificates will be offered through
such various methods from time to time and that offerings may be made
concurrently through more than one of such methods or that an offering of a
particular Series of Certificates may be made through a combination of such
methods.
The distribution of Certificates may be effected from time to time in one or
more transactions at a fixed price or prices, which may be changed, or at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices or in negotiated transactions or otherwise at varying
prices to be determined at the time of sale.
In connection with the sale of the Certificates, Underwriters or agents may
receive compensation in the form of discounts, concessions or commissions.
Underwriters may sell Certificates to certain dealers at prices less a
concession. Underwriters may allow and such dealers may reallow a concession
to certain other dealers. Underwriters, dealers and agents that participate in
the distribution of the Certificates of a Series may be deemed to be
underwriters and any discounts or commissions received by them from the Trust
and any profit on the resale of the Certificates by them may be deemed to be
underwriting discounts and commissions under the Securities Act. Any such
Underwriters or agents will be identified, and any such compensation received
from the Trust will be described, in the related Prospectus Supplement.
Under agreements which may be entered into by the Seller, the Note Issuer
and the Trust, Underwriters and agents who participate in the distribution of
the Certificates may be entitled to indemnification by the Seller and the Note
Issuer against certain liabilities, including liabilities under the Securities
Act.
The Underwriters may, from time to time, buy and sell Certificates, but
there can be no assurance that an active secondary market will develop and
there is no assurance that any such market, if established, will continue.
RATINGS
It is a condition of issuance of each Class of Certificates that at the time
of issuance such Class receive the rating indicated in the related Prospectus
Supplement, which will be in one of the four highest categories, from at least
one Rating Agency. Each Class of Notes will receive the same rating from the
applicable Rating Agencies as the corresponding Class of Certificates.
A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
Rating Agency. No person is obligated to maintain the rating on any
Certificate, and, accordingly, there can be no assurance that the ratings
assigned to any Class of Certificates upon initial issuance will not be
lowered or withdrawn by a Rating Agency at any time thereafter. If a rating of
any Class of Certificates is revised or withdrawn, the liquidity of such Class
of Certificates may be adversely affected. In general, ratings address credit
risk and do not represent any assessment of the rate of principal payment.
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LEGAL MATTERS
Certain legal matters relating to the Notes will be passed upon by Latham &
Watkins, Los Angeles, California, counsel to the Seller and the Note Issuer.
Certain legal matters relating to the Certificates and certain federal income
tax consequences of the issuance of the Certificates will be passed upon by
Brown & Wood LLP, San Francisco, California, counsel to the Trust. Certain
legal matters relating to the Certificates will be passed upon by Richards,
Layton & Finger, P.A., Wilmington, Delaware, Delaware counsel to the Trust,
and by Cravath, Swaine & Moore, New York, New York, counsel to the
Underwriters.
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INDEX OF PRINCIPAL DEFINITIONS
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Act...................................................................... 47
Actual FTA Payments...................................................... 56
Administrator............................................................ 22
Advice Letters........................................................... 16
Agent Bank............................................................... 73
Annual Accountant's Report............................................... 58
Base Calculation Model................................................... 40
Basic Documents.......................................................... 69
Billing Period........................................................... 21
Book-Entry Certificates.................................................. 24
Calculation Date......................................................... 41
Capital Subaccount....................................................... 20, 63
Cede..................................................................... 24
CEDEL.................................................................... 79
CEDEL Participants....................................................... 80
Certificate Account...................................................... 72
Certificate Business Day................................................. 72
Certificate Event of Default............................................. 19, 75
Certificate Trustee...................................................... 11
Certificateholders....................................................... 3
Certificates............................................................. 1, 11
Class.................................................................... 1, 11
Closing Date............................................................. 42
Code..................................................................... 25, 83
Collection Account....................................................... 62
Collection Period........................................................ 21
Collections Curve........................................................ 56
Commission............................................................... 3
Cooperative.............................................................. 81
CPUC..................................................................... 14
Customers................................................................ 14
Default.................................................................. 76
Definitive Certificates.................................................. 81
Delaware Business Trust Act.............................................. 34
Delaware Trustee......................................................... 11
Depositaries............................................................. 79
Distribution Date........................................................ 17
Downgrade Event.......................................................... 37, 73
DTC...................................................................... 3, 24
Edison................................................................... 1, 10
Eligible Institution..................................................... 63
Eligible Investments..................................................... 63
ERISA.................................................................... 25
ESP...................................................................... 10, 30
Estimated FTA Payments................................................... 56
Euroclear................................................................ 79
Euroclear Operator....................................................... 81
Euroclear Participants................................................... 81
Event of Default......................................................... 20, 67
</TABLE>
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INDEX OF PRINCIPAL DEFINITIONS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Excess Remittance........................................................ 56
Exchange Act............................................................. 3
Expected Amortization Schedule........................................... 19
FDIC..................................................................... 63
Fee Agreement............................................................ 46
FERC..................................................................... 32
Final Maturity Date...................................................... 62
Financing Order.......................................................... 14
Financing Order Anniversary.............................................. 42
Fixed Rate Certificates.................................................. 83
Floating Rate............................................................ 74
Floating Rate Certificates............................................... 12
FTA Charges.............................................................. 14
FTA Collections.......................................................... 16
FTA Payments............................................................. 16
General Subaccount....................................................... 20, 63
H.R. 1230................................................................ 27
holders.................................................................. 24
Independent Director..................................................... 48
Indirect Participants.................................................... 24
Infrastructure Bank...................................................... 1, 11
Initial Transition Property.............................................. 42
Interest Accrual Period.................................................. 74
Interest Determination Date.............................................. 73
IRS...................................................................... 83
ISO...................................................................... 31
Issuance Advice Letter................................................... 16
LIBOR.................................................................... 73
London Banking Day....................................................... 73
Monthly Servicer's Certificate........................................... 58
Moody's.................................................................. 34
Net Trust Swap Payment................................................... 73
Net Trust Swap Receipt................................................... 73
non-U.S. Certificateholder............................................... 83
Note Collateral.......................................................... 62
Note Event of Default.................................................... 19, 67
Note Indenture........................................................... 62
Note Interest Rate....................................................... 62
Note Issuer.............................................................. 1, 10
Note Trustee............................................................. 14
Noteholder............................................................... 62
Notes.................................................................... 1
Notional Principal Contract.............................................. 85
NPC...................................................................... 85
OID...................................................................... 83
Operating Expenses....................................................... 22
Overcollateralization Amount............................................. 20, 64
Overcollateralization Subaccount......................................... 20, 63
</TABLE>
93
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Participants............................................................. 24
Parties in Interest...................................................... 89
Payment Date............................................................. 17
Plan Assets.............................................................. 89
Plans.................................................................... 89
Proposition 218.......................................................... 27
PU Code.................................................................. 14
PX....................................................................... 31
Quarterly Administration Fee............................................. 66
Quarterly Interest....................................................... 66, 74
Quarterly Principal...................................................... 67
Quarterly Servicer's Certificate......................................... 70
Rate Freeze Period....................................................... 39
Rating Agency............................................................ 25
Rating Agency Condition.................................................. 62
Record Date.............................................................. 18
Registration Statement................................................... 3
Remittance Date.......................................................... 56
Remittance Shortfall..................................................... 56
Repurchase Price......................................................... 44
Required Capital Level................................................... 21, 65
Required Overcollateralization Level..................................... 21
Reserve Subaccount....................................................... 20, 63
Residential Customers.................................................... 15
Rules.................................................................... 80
S&P...................................................................... 34
Sale Agreement........................................................... 11
Scheduled Final Distribution Date........................................ 18
Scheduled Maturity Date.................................................. 62
Securities Act........................................................... 3
Seller................................................................... 1, 10
Series................................................................... 1, 11
Series Issuance Date..................................................... 62
Servicer................................................................. 1, 11
Servicer Business Day.................................................... 51
Servicer Defaults........................................................ 59
Servicer Month........................................................... 21
Servicing Agreement...................................................... 11
Servicing Fee............................................................ 24
Small Commercial Customers............................................... 15
Special Counsel.......................................................... 27
Special Distribution Date................................................ 72
Special Payments......................................................... 72
State Pledge............................................................. 17, 71
Statute.................................................................. 8
STO...................................................................... 45
Subsequent Transfer Date................................................. 42
Subsequent Transition Property........................................... 42
Successor Servicer....................................................... 60
</TABLE>
94
<PAGE>
INDEX OF PRINCIPAL DEFINITIONS--(CONTINUED)
<TABLE>
<CAPTION>
PAGE
------
<S> <C>
Swap Agreement........................................................... 8, 73
Swap Counterparty........................................................ 73
Telerate Page............................................................ 73
Termination Date......................................................... 18
Terms and Conditions..................................................... 81
Territory................................................................ 15
Transition Costs......................................................... 8, 14
Transition Property...................................................... 16, 40
True-Up Mechanism Advice Letter.......................................... 16
True-Up Mechanism Calculation Model...................................... 42
Trust.................................................................... 1, 11
Trust Agreement.......................................................... 11
TURN..................................................................... 28
U.S. Certificateholder................................................... 83
U.S. Person.............................................................. 83
Underlying Notes......................................................... 25
Underwriters............................................................. 90
Utilities................................................................ 8
Withholding Agent........................................................ 87
</TABLE>
- --------
1. The "CPUC" is referred to as the "Commission" in the Financing Order.
2. The "Statute" is referred to as "AB 1890" in the Financing Order.
3. The "Note Issuer" is referred to as the "SPE" in the Financing Order.
4. The "Trust" is referred to either as the "Issuer" or the "SPT" in the
Financing Order.
5. The "Certificates" are referred to as the "rate reduction bonds" or "RRBs"
in the Financing Order.
95
<PAGE>
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CONSOLIDATED FINANCIAL STATEMENTS:
Report of Independent Public Accountants.................................. F-2
Consolidated Balance Sheets as of September 30, 1997...................... F-3
Consolidated Statement of Income and Changes in Member's Equity........... F-4
Consolidated Statements of Cash Flows for the Period From Inception (July
1, 1997) to September 30, 1997........................................... F-5
Notes to Consolidated Financial Statements................................ F-6
</TABLE>
F-1
<PAGE>
ARTHUR ANDERSEN LLP
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Member of SCE Funding LLC:
We have audited the accompanying balance sheet of SCE Funding LLC (a
Delaware Limited Liability Company) as of September 30, 1997, and the related
statements of income and changes in member's equity and cash flows for the
period from inception (July 1, 1997) to September 30, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We have conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of SCE Funding LLC as of
September 30, 1997, and the results of its operations and its cash flows for
the period from inception (July 1, 1997) to September 30, 1997 in conformity
with generally accepted accounting principles.
/s/ Arthur Andersen LLP
Los Angeles, California
November 7, 1997
F-2
<PAGE>
SCE FUNDING LLC
BALANCE SHEET
SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
ASSETS:
Cash.................................................................... $ 3
Unamortized Debt Issuance Expenses...................................... 2,143
------
Total Assets.......................................................... $2,146
======
LIABILITIES AND MEMBER'S EQUITY:
Accrued Expenses and Accounts Payable................................... $2,143
Member's Equity......................................................... 3
------
Total Liabilities and Member's Equity................................. $2,146
======
</TABLE>
The accompanying Notes to Financial Statements are an integral part of this
statement.
F-3
<PAGE>
SCE FUNDING LLC
STATEMENT OF OPERATIONS AND CHANGES IN MEMBER'S EQUITY
FOR THE PERIOD FROM INCEPTION (JULY 1, 1997) TO SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
Total Operating Revenue..................................................... $ 0
Operating Expenses.......................................................... 2
---
Net Loss.................................................................. (2)
Member's Equity at Inception (July 1, 1997)................................. 0
Cash Contributed............................................................ 5
---
Member's Equity at September 30, 1997....................................... $ 3
===
</TABLE>
The accompanying Notes to Financial Statements are an integral part of this
statement.
F-4
<PAGE>
SCE FUNDING LLC
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM INCEPTION (JULY 1, 1997) TO SEPTEMBER 30, 1997
(DOLLARS IN THOUSANDS)
<TABLE>
<S> <C>
CASH FLOWS FROM OPERATIONS:
Net loss.............................................................. $ (2)
Adjustments to reconcile net loss to net cash provided by operations:
Unamortized debt issuance expenses.................................. (2,143)
Changes in working capital
Accrued expenses and accounts payable............................... 2,143
-------
Net Cash Provided by Operations................................... (2)
-------
CASH PROVIDED BY FINANCING ACTIVITIES:
Equity contribution from Southern California Edison................... 5
-------
Net Increase in Cash.................................................. 3
Cash at Inception (July 1, 1997)...................................... 0
-------
Cash at September 30, 1997............................................ $ 3
=======
</TABLE>
The accompanying Notes to Financial Statements are an integral part of this
statement.
F-5
<PAGE>
SCE FUNDING LLC
NOTES TO FINANCIAL STATEMENTS
A. BASIS OF PRESENTATION
The financial statements include the accounts of SCE Funding LLC, a Delaware
special purpose limited liability company, whose sole member is Southern
California Edison Company ("SCE"), a provider of electric services. SCE is a
wholly owned subsidiary of Edison International. SCE Funding LLC was formed on
July 1, 1997, in order to purchase from SCE the Transition Property (as
defined below) and to fund such purchase from the issuance of notes (the
"Underlying Notes") to the California Infrastructure and Economic Development
Bank Special Purpose Trust SCE-1 (the "Trust") which will issue "rate
reduction bonds" in the form of trust certificates with terms and conditions
similar to the Underlying Notes. The proceeds from the sale of the Transition
Property are intended to result in a reduction in revenue requirements for SCE
sufficient to enable SCE to provide a 10 percent electric rate reduction to
SCE's residential and small commercial customers in connection with electric
industry restructuring mandated by California Assembly Bill 1890 ("electric
restructuring legislation").
SCE Funding LLC was organized for the limited purpose of holding and
servicing the Transition Property (the right to be paid a specified amount
from nonbypassable tariffs authorized by the California Public Utility
Commission ("CPUC") pursuant to the electric restructuring legislation) and
issuing the Underlying Notes, and is restricted by its organizational
documents from engaging in other activities. In addition, SCE Funding LLC's
organizational documents require it to operate in such a manner that it should
not be consolidated in the bankruptcy estate of SCE in the event SCE becomes
subject to such a proceeding. The assets of SCE Funding LLC will consist
primarily of the Transition Property.
B. SUMMARY OF ACCOUNTING POLICIES
Unamortized Debt Issuance Expenses
The costs associated with the issuance of the Underlying Notes have been
capitalized and will be amortized over the life of the Underlying Notes.
Income Taxes
SCE Funding LLC is a single-member limited liability company for federal and
state income tax purposes. Accordingly, any tax effect of SCE Funding LLC
activities is accounted for by SCE.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions. These estimates and assumptions affect the reported amount of
revenues, expenses, assets, and liabilities and disclosure of contingencies.
Actual results could differ from these estimates.
C. LONG TERM NOTES
The purpose of SCE Funding LLC is to issue the Underlying Notes. The sole
holder of the Underlying Notes will be the Trust.
SCE Funding LLC intends to issue approximately $2.5 billion of Underlying
Notes in December 1997, the maturities and interest rates of which will depend
upon market conditions at the time of issuance. The proceeds will be used to
purchase the Transition Property from SCE. Although for financial reporting
purposes the Transition Property will be shown as Notes Receivable from SCE,
the Notes Receivable will be payable solely out of the Transition Property and
will not constitute a claim against, or be secured by assets of, SCE or Edison
F-6
<PAGE>
SCE FUNDING LLC
NOTES TO FINANCIAL STATEMENTS--(CONTINUED)
International. The Notes Receivable will have terms and conditions similar to
the Underlying Notes. The Underlying Notes are expected to be secured solely
by the Transition Property and other assets of SCE Funding LLC. The Underlying
Notes will not constitute a claim against, or be secured by assets of, SCE or
Edison International.
The source of repayment will be the nonbypassable tariffs authorized by the
CPUC, which will be collected from residential and small commercial consumers
who, during the period that the Underlying Notes are outstanding, consume
electricity in the historical service territory of SCE. The payments will be
collected on behalf of SCE Funding LLC by SCE, as servicer.
Principal and interest payments on the Underlying Notes will be due
quarterly and will be deposited monthly with the trustee for the Underlying
Notes by SCE, satisfying the debt service requirements of SCE Funding LLC. The
debt service requirements will include an overcollateralization amount which
will be retained for the benefit of the holders of the Underlying Notes. Any
amounts not required for debt service will be returned to SCE Funding LLC.
D. SIGNIFICANT AGREEMENTS AND RELATED PARTY TRANSACTIONS
Under the Transition Property Servicing Agreement, SCE, the servicer, is
required to manage and administer the Transition Property of SCE Funding LLC
and to collect the nonbypassable tariffs from the electricity ratepayers on
behalf of SCE Funding LLC. SCE Funding LLC shall pay an annual servicing fee
equal to a percentage, which will be determined when the Notes are issued, of
the principal amount from time to time outstanding of each Series of the
Underlying Notes. The Servicer will also be entitled to receive as
compensation any interest earnings on nonbypassable tariff collections prior
to remittance and any late payment charges collected from SCE's customers.
The Trust was created solely for the purpose of purchasing the Underlying
Notes from SCE Funding LLC, facilitating the issuance of rate reduction bonds,
and applying the proceeds from the Underlying Notes to the payment of the rate
reduction bonds. Under the Trust Agreement, Bankers Trust Company of
California, N.A., the Certificate Trustee, is responsible for purchasing the
Underlying Notes and authenticating and delivering the rate reduction bonds
(in the form of trust certificates) to the investors. Bankers Trust
(Delaware), the Delaware Trust, is responsible for the maintenance of all
records that are necessary to form and maintain the existence of the Trust.
All fees and expenses of the Certificate Trustee will be paid by SCE Funding
LLC and those of the Delaware Trustee will be paid by the California
Infrastructure and Economic Development Bank, a unit of the State of
California.
F-7
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE SELLER, THE NOTE ISSUER, THE TRUST, THE INFRASTRUCTURE BANK,
THE UNDERWRITERS OR ANY DEALER, SALESPERSON OR OTHER PERSON. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
INFORMATION HEREIN OR THEREIN IS CORRECT AS OF ANY TIME SINCE THE DATE OF THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY ANY SECURITY IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL TO MAKE ANY
SUCH OFFER OR SOLICITATION.
---------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Reports to Holders......................................................... S-3
Prospectus Supplement Summary.............................................. S-4
Recent Developments........................................................ S-14
Description of the Certificates............................................ S-16
Description of the Notes................................................... S-17
Description of the Transition Property..................................... S-22
Certain Distribution, Weighted Average Life and Yield Considerations....... S-23
The Seller and Servicer.................................................... S-24
Servicing.................................................................. S-24
Certain Federal Income Tax Consequences.................................... S-25
State Taxation............................................................. S-29
ERISA Considerations....................................................... S-29
Underwriting............................................................... S-31
Ratings.................................................................... S-32
Legal Matters.............................................................. S-32
Index of Principal Definitions............................................. S-33
<CAPTION>
PROSPECTUS
<S> <C>
Available Information...................................................... 3
Reports to Holders......................................................... 3
Incorporation of Certain Documents by Reference............................ 4
Prospectus Supplement...................................................... 4
Table of Contents.......................................................... 5
Prospectus Summary......................................................... 8
Risk Factors............................................................... 26
Energy Deregulation and New California Market Structure.................... 38
Description of the Transition Property..................................... 39
Certain Distribution, Weighted Average Life and Yield Considerations....... 45
The Trust.................................................................. 46
The Infrastructure Bank.................................................... 47
The Note Issuer............................................................ 47
The Seller and Servicer.................................................... 49
Servicing.................................................................. 55
Description of the Notes................................................... 62
Description of the Certificates............................................ 71
Certain Federal Income Tax Consequences.................................... 83
State Taxation............................................................. 89
ERISA Considerations....................................................... 89
Use of Proceeds............................................................ 90
Plan of Distribution....................................................... 90
Ratings.................................................................... 90
Legal Matters.............................................................. 91
Index of Principal Definitions............................................. 92
Index to Financial Statements.............................................. F-1
</TABLE>
UNTIL MARCH 4, 1998 (90 DAYS AFTER THE DATE OF THIS PROSPECTUS SUPPLEMENT),
ALL DEALERS EFFECTING TRANSACTIONS IN THE RELATED SERIES OF CERTIFICATES,
WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER
A PROSPECTUS AND A PROSPECTUS SUPPLEMENT. THIS DELIVERY REQUIREMENT IS IN AD-
DITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOT-
MENTS OR SUBSCRIPTIONS.
$2,463,000,000
CALIFORNIA INFRASTRUCTURE AND
ECONOMIC DEVELOPMENT BANK
SPECIAL PURPOSE TRUST SCE-1
RATE REDUCTION CERTIFICATES
SERIES 1997-1
$246,300,000 CLASS A-1
5.98% CERTIFICATES
$307,251,868 CLASS A-2
6.14% CERTIFICATES
$247,840,798 CLASS A-3
6.17% CERTIFICATES
$246,030,125 CLASS A-4
6.22% CERTIFICATES
$360,644,658 CLASS A-5
6.28% CERTIFICATES
$739,988,148 CLASS A-6
6.38% CERTIFICATES
$314,944,403 CLASS A-7
6.42% CERTIFICATES
SCE FUNDING LLC
ISSUER OF THE NOTES
SOUTHERN CALIFORNIA EDISON COMPANY
SELLER AND SERVICER
SALOMON SMITH BARNEY
LEHMAN BROTHERS
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
PAINEWEBBER INCORPORATED
ARTEMIS CAPITAL GROUP, INC.
BLAYLOCK & PARTNERS, L.P.
UTENDAHL CAPITAL PARTNERS, L.P.
PROSPECTUS SUPPLEMENT
DATED DECEMBER 4, 1997
