Unassociated Document


    Exhibit
      10(c)

     

    
      ADMINISTRATION
        AGREEMENT

       

      ADMINISTRATION
        AGREEMENT, dated as of ____________, 2006 (this “Administration Agreement”), is
        by and between JCP&L TRANSITION FUNDING II LLC, a Delaware limited liability
        company, as Issuer (the “Issuer”), and FIRSTENERGY
        SERVICE COMPANY,
        an Ohio
        corporation, as administrator (in such capacity, the “Administrator”).
        Capitalized terms used and not otherwise defined herein shall have the meanings
        assigned to them in Appendix A to the Indenture dated as of ___________,
        2006 between the Issuer and The Bank of New York, as Trustee (the
“Trustee”).

      


      WITNESSETH:

       

      WHEREAS,
        the Issuer is issuing Transition Bonds pursuant to the Indenture;

       

      WHEREAS,
        the Issuer has entered into certain agreements in connection with the issuance
        of the Transition Bonds, including (i) the 2006-A Series Supplement to the
        Indenture, dated as of ____________, 2006 (the “2006-A Series Supplement”), (ii)
        the Servicing Agreement, (iii) the Sale Agreement, and (iv) the DTC Agreement
        (the Indenture, the 2006-A Series Supplement, the Servicing Agreement, the
        Sale
        Agreement and the DTC Agreement are hereinafter collectively referred to
        as the
“Related Agreements”);

       

      WHEREAS,
        pursuant to the Related Agreements, the Issuer is required to perform certain
        duties in connection with the Related Agreements, the Issuer LLC Agreement,
        the
        Transition Bonds, and the Collateral pledged to the Trustee pursuant to the
        Indenture;

       

      WHEREAS,
        the Issuer desires to have the Administrator perform certain of the duties
        of
        the Issuer referred to in the preceding clause and to provide such additional
        services consistent with the terms of this Administration Agreement and the
        Related Agreements as the Issuer may from time to time request; and

       

      WHEREAS,
        the Administrator has the capacity to provide the services required hereby
        and
        is willing to perform such services for the Issuer on the terms set forth
        herein;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties agree as follows:

       

      1.    Duties
        of the Administrator; Management Services. 
        The Administrator hereby agrees, subject to the directions of the Managers,
        to:

       

      (a)    furnish
        the Issuer with ordinary clerical and bookkeeping services required by the
        Issuer, including, without limitation, the following services:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (i)    maintenance
        of general accounting records of the Issuer (the “Accounting Records”), in
        accordance with generally accepted accounting principles, separate and apart
        from its own accounting records, preparation of such quarterly and annual
        financial statements as may be necessary or appropriate and arrangement for
        annual audits of the Issuer’s financial statements by the Issuer’s Independent
        accountants;

       

      (ii)    preparation
        of, and, after execution by the Issuer, filing with the Commission and any
        applicable state agencies, all documents required to be filed with such agencies
        (the “Required Filings”), including, without limitation, periodic reports
        required to be filed under the Exchange Act;

       

      (iii)    preparation
        of and, after execution by the Issuer, filing with the applicable federal
        or
        state agency such income, franchise or other tax returns of the Issuer as
        shall
        be required to be filed by applicable law (the “Tax Returns”) and payment of, on
        behalf of the Issuer from the Issuer’s funds, any taxes required to be paid by
        the Issuer under applicable law;

       

      (iv)    preparation
        for execution by the Managers of the minutes of the Managers’ meetings and such
        other documents deemed necessary or appropriate by the Issuer to maintain
        its
        existence and good standing (the “Issuer Minutes,” and together with the
        Accounting Records, the Tax Returns and the Issuer LLC Agreement, collectively
        the “Issuer Documents”); and 

       

      (v)    maintenance
        and preservation of copies (executed or otherwise) of the Issuer Documents
        at
        the Premises (as defined below);

       

      (b)    take
        such
        actions on behalf of the Issuer as are necessary or appropriate for the Issuer
        to remain organized and in good standing in the State of Delaware as a limited
        liability company and qualified to do business in those foreign jurisdictions
        in
        which it becomes necessary to be so qualified, including the State of New
        Jersey;

       

      (c)    provide
        all management services necessary or appropriate for the issuance and delivery
        of the Transition Bonds;

       

      (d)    provide
        all management services necessary or appropriate for the performance by the
        Issuer of its obligations under each of the Related Agreements; 

       

      (e)    prepare
        all documents, reports, filings, instruments, certificates and opinions that
        the
        Issuer must prepare, file or deliver pursuant to the Related
        Agreements;

       

      (f)    enforce
        each of the rights of the Issuer under the Related Agreements, at the direction
        of the Managers;

       

      (g)    provide
        the defense, at the direction of the Managers, of any action, suit or proceeding
        brought against the Issuer or affecting the Issuer or any of its
        assets;

       

      
        
          
          

        

        
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      (h)    provide
        office space (the “Premises”) for the Issuer as may be necessary for the
        Administrator to carry out its obligations hereunder, including telecopying,
        duplicating, word processing services and any other reasonable ancillary
        services;

       

      (i)    undertake
        such other administrative services as may be necessary, appropriate or requested
        by the Issuer; and

       

      (j)    provide
        such other services as may be incidental to the foregoing or as the Issuer
        and
        the Administrator may agree.

       

      In
        providing the services described in this Section 1 and as otherwise provided
        in
        this Administration Agreement, the Administrator shall not knowingly take
        any
        actions on behalf of the Issuer which (i) the Issuer would be prohibited
        from taking under the Related Agreements, or (ii) would cause the Issuer to
        be in violation of any federal, state or local law or the Issuer LLC
        Agreement.

       

      2.    Compensation. 
        All of the services rendered by the Administrator under this Administration
        Agreement shall be reimbursed to the Administrator at the actual cost thereof.
        All compensation hereunder shall be payable in arrears on each Payment
        Date.

       

      3.    Third
        Party Services.
        

       

      (A)    Any
        third-party professional services required for the performance of the
        above-referenced services by the Administrator (including Independent auditor
        fees and counsel fees) may, if the Issuer deems it necessary or desirable,
        be
        arranged by the Issuer. Costs and expenses associated with the contracting
        for
        such third-party professional services shall be paid directly by the Issuer,
        unless otherwise agreed by the Issuer and the Administrator.

       

      (B)    The
        Administrator may delegate any or all of its duties hereunder to any of its
        Affiliates without further consent of the Issuer. Notwithstanding such
        delegation, the Administrator shall remain primarily liable for the performance
        of such duties hereunder.

       

      4.    Additional
        Information to be Furnished to the Issuer. 
        The Administrator shall furnish to the Issuer from time to time such additional
        information regarding the Collateral as the Issuer may reasonably
        request.

       

      5.    Independence
        of the Administrator. 
        For all purposes of this Administration Agreement, the Administrator shall
        be
        treated as an independent contractor and shall not be subject to the supervision
        of the Issuer, its Managers or the Trustee with respect to the manner in
        which
        it accomplishes the performance of its obligations hereunder. Unless expressly
        authorized by the Issuer, the Administrator shall have no authority to act
        for
        or represent the Issuer in any way and shall not otherwise be deemed an agent
        of
        the Issuer.

       

      6.    No
        Joint Venture. 
        Nothing contained in this Agreement (a) shall be deemed to make the
        Administrator and the Issuer members of any partnership, joint venture,
        association,

       

      
        
          
          

        

        
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      syndicate,
        unincorporated business or other separate entity, (b) shall be construed
        to
        impose any liability as such on either of them or (c) shall be deemed to
        confer
        on either of them any express, implied or apparent authority to incur any
        obligation or liability on behalf of the other outside the terms of this
        Administration Agreement.

       

      7.    Other
        Activities of Administrator. 
        Nothing herein shall prevent the Administrator or any of its shareholders,
        directors, officers, employees, subsidiaries or Affiliates from engaging
        in
        other businesses or, in its sole discretion, from acting in a similar capacity
        as an administrator for any other person or entity even though such person
        or
        entity may engage in business activities similar to those of the
        Issuer.

       

      8.    Term
        of Administration Agreement, Resignation and Removal of
        Administrator.

       

      (a)    This
        Administration Agreement shall continue in force until the satisfaction and
        discharge of the Indenture, upon which event this Administration Agreement
        shall
        automatically terminate.

       

      (b)    Subject
        to Sections 8(e) and 8(f), the Administrator may resign from its duties
        hereunder by providing the Issuer with at least sixty days’ prior written
        notice.

       

      (c)    Subject
        to Sections 8(e) and 8(f), the Issuer may remove the Administrator without
        cause
        by providing the Administrator with at least sixty days’ prior written
        notice.

       

      (d)    Subject
        to Sections 8(e) and 8(f), at the sole option of the Issuer, the Administrator
        may be removed immediately upon written notice of termination from the Issuer
        to
        the Administrator if any of the following events shall occur:

       

      (i)    the
        Administrator shall default in the performance of any of its duties under
        this
        Administration Agreement and, after notice of such default, shall not cure
        such
        default within ten days (or, if such default cannot be cured in such time,
        shall
        not give within ten days such assurance of cure as shall be reasonably
        satisfactory to the Issuer);

       

      (ii)    a
        court
        having jurisdiction over the Administrator shall enter a decree or order
        for
        relief, and such decree or order shall not have been vacated within sixty
        days,
        in respect of the Administrator in any involuntary case under any applicable
        bankruptcy, insolvency or other similar law now or hereafter in effect or
        appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator
        or
        similar official for the Administrator or any substantial part of its property
        or order the winding-up or liquidation of its affairs; or

       

      (iii)    the
        Administrator shall commence a voluntary case under any applicable bankruptcy,
        insolvency or other similar law now or hereafter in effect, shall consent
        to the
        entry of an order for relief in an involuntary case under any such law, shall
        consent to the appointment of a receiver, liquidator, assignee, trustee,
        custodian, sequestrator or similar official for the Administrator or
        any

       

      
        
          
          

        

        
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      substantial
        part of its property, shall consent to the taking of possession by any such
        official of any substantial part of its property, shall make any general
        assignment for the benefit of creditors or shall fail generally to pay its
        debts
        as they become due.

       

      The
        Administrator agrees that if any of the events specified in clauses (ii)
        or
        (iii) of this Section 8(d) shall occur, it shall give written notice
        thereof to the Issuer and the Trustee within seven days after the happening
        of
        such event.

       

      (e)    No
        resignation or removal of the Administrator pursuant to this Section 8 shall
        be
        effective until a successor Administrator has been appointed by the Issuer,
        and
        such successor Administrator has agreed in writing to be bound on such date
        as
        the resignation or removal of the Administrator is effected by the terms
        of this
        Administration Agreement in the same manner as the Administrator is bound
        hereunder.

       

      (f)    The
        appointment of any successor Administrator shall not be effective unless
        prior
        notice of such appointment has been given to each Rating Agency.

       

      9.    Action
        upon Termination, Resignation or Removal. 
        Promptly upon the effective date of termination of this Administration Agreement
        pursuant to Section 8(a), the resignation of the Administrator pursuant to
        Section 8(b) or the removal of the Administrator pursuant to Section 8(c)
        or (d), the Administrator shall be entitled to be paid all of its properly
        allocated costs accruing to it to the date of such termination, resignation
        or
        removal. The Administrator shall upon such termination pursuant to Section
        8(a)
        deliver to the Issuer all property and documents of or relating to the
        Collateral or the Issuer then in the custody of the Administrator. In the
        event
        of the resignation of the Administrator pursuant to Section 8(b) or the removal
        of the Administra-tor pursuant to Section 8(c) or (d), the Administrator
        shall cooperate with the Issuer and take all reasonable steps requested to
        assist the Issuer in making an orderly transfer of the duties of the
        Administrator.

       

      10.    Administrator’s
        Liability. 
        Except as otherwise provided herein, the Administrator assumes no liability
        other than to render or stand ready to render the services called for herein,
        and neither the Administrator nor any of its shareholders, directors, officers,
        employees, subsidiaries or Affiliates shall be responsible for any action
        of the
        Issuer or any of the members, Managers, employees, subsidiaries or Affiliates
        of
        the Issuer (other than the Administrator itself). The Administrator shall
        not be
        liable for nor shall it have any obligation with regard to any of the
        liabilities, whether direct or indirect, absolute or contingent of the Issuer
        or
        any of the members, Managers, employees, subsidiaries or Affiliates of the
        Issuer (other than the Administrator itself).

       

      11.    Indemnity.

       

      (a)    Subject
        to the priority of payments set forth in the Indenture, the Issuer shall
        indemnify the Administrator, its shareholders, directors, officers, employees,
        agents and Affiliates against all losses, claims, damages, penalties, judgments,
        liabilities and expenses (including, without limitation, all expenses of
        litigation or preparation therefor whether or not the Administrator is a
        party
        thereto) which any of them may pay or incur arising out of or relating
        to

       

      
        
          
          

        

        
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      this
        Administration Agreement and the services called for herein; provided, however,
        that such indemnity shall not apply to any such loss, claim, damage, penalty,
        judgment, liability or expense resulting from the Administrator’s (or its
        shareholders’, directors’, officers’, employees’, agents’ or Affiliates’) gross
        negligence or willful misconduct in the performance of its or their obligations
        hereunder.

       

      (b)    The
        Administrator shall indemnify each of the Issuer and the Trustee, and its
        respective members, Managers, employees, subsidiaries, agents and Affiliates
        against all losses, claims, damages, penalties, judgments, liabilities and
        expenses (including, without limitation, all expenses of litigation or
        preparation therefor whether or not the Issuer is a party thereto) which
        any of
        them may incur as a result of the Administrator’s (or its shareholders’,
        directors’, officers’, employees’, agents’ or Affiliates’) gross negligence or
        willful misconduct in the performance of its or their obligations hereunder.
        Each of the parties hereto acknowledges and agrees that the Trustee shall
        be a
        third party beneficiary of the obligations of the Administrator under this
        Section 11(b) and shall be entitled to enforce such obligations directly
        against
        the Administrator as if the Trustee were a party hereto.

       

      12.    Notices.
        Any
        notice, report or other communication given hereunder shall be in writing
        and
        addressed as follows:

       

      (a)  if
        to the
        Issuer, to:

       

      JCP&L
        Transition Funding II LLC

      103
        Foulk
        Road, Suite 202

      Wilmington,
        Delaware 19803

       

      with
        a
        copy to:

       

      JCP&L
        Transition Funding II LLC

      c/o
        FirstEnergy Service Company

      76
        South
        Main Street

      Akron,
        Ohio 44308

       

      (b)  if
        to the
        Rating Agencies, to:

       

      Standard
        & Poor’s 

      Structured
        Finance ABS Surveillance Group

      55
        Water
        Street; 41st
        Floor

      New
        York,
        New York 10041-0003

      Fax:
        212-438-2664

       

      Moody’s
        Investors Services, Inc.

      99
        Church
        Street

      New
        York,
        New York 10007

       

      
        
          
          

        

        
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      Fitch,
        Inc.

      One
        State
        Street Plaza

      New
        York,
        New York 10004

      Attn:
        ABS
        Surveillance

      


      (c)  if
        to the
        Trustee, to:

       

      The
        Bank
        of New York

      101
        Barclay Street, 8 West

      New
        York,
        New York 10286

      Attn:
        Asset Backed Securities

      


      (d)  if
        to the
        Administrator, to:

       

      FirstEnergy
        Service Company

      76
        South
        Main Street

      Akron,
        Ohio 44308

       

      or
        to
        such other address as any party shall have provided to the other parties
        in
        writing. Any notice required to be in writing hereunder shall be deemed given
        if
        such notice is mailed by certified mail, postage prepaid, telecopied, faxed,
        hand-delivered, or sent by overnight courier to the address of such party
        as
        provided above.

       

      13.    Amendments. 
        This Administration Agreement may be amended from time to time by a written
        amendment duly executed and delivered by each of the Issuer and the
        Administrator, provided that prior notice of such amendment has been given
        to
        each Rating Agency.

       

      14.    Successors
        and Assigns. 
        This Administration Agreement may not be assigned by the Administrator unless
        such assignment is previously consented to in writing by the Issuer and the
        Trustee, which consent shall not be unreasonably withheld, and prior notice
        of
        such assignment has been given to each Rating Agency. Any assignment with
        such
        consent and notice, if accepted by the assignee, shall bind the assignee
        hereunder in the same manner as the Administrator is bound hereunder.
        Notwithstanding the foregoing, this Administration Agreement may be assigned
        by
        the Administrator without the consent of the Issuer or the Trustee to any
        Affiliate of the Administrator and/or FirstEnergy Corp. or a corporation
        or
        other organization that is a successor (by merger, consolidation or purchase
        of
        assets) to the Administrator, provided that such Affiliate or successor
        organization executes and delivers to the Issuer an agreement in which such
        Affiliate or successor organization agrees to be bound hereunder by the terms
        of
        said assignment in the same manner as the Administrator is bound hereunder.
        Subject to the foregoing, this Administration Agreement shall bind any
        successors or assigns of the parties hereto.

       

      15.    GOVERNING
        LAW. 
        THIS AGREEMENT SHALL BE CON-STRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
        OF
        NEW JERSEY AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
        SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       

      
        
          
          

        

        
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      16.    Headings. 
        The Section headings hereof have been inserted for convenience of reference
        only
        and shall not be construed to affect the meaning, construction or effect
        of this
        Administration Agreement.

       

      17.    Counterparts. 
        This Administration Agreement may be executed in counterparts, each of which
        when so executed shall be an original, but all of which together shall
        constitute but one and the same agreement.

       

      18.    Severability. 
        Any provision of this Administration Agreement that is prohibited or
        unenforceable in any jurisdiction shall be ineffective to the extent of such
        prohibition or unenforceability without invalidating the remaining provisions
        hereof and any such prohibition or unenforceability in any jurisdiction shall
        not invalidate or render unenforceable such provision in any other
        jurisdiction.

       

      19.    Nonpetition
        Covenant. 
        Notwithstanding any prior termination of this Administration Agreement or
        the
        Indenture, the Administrator hereby covenants and agrees that it shall not,
        prior to the date which is one year and one day after the satisfaction and
        discharge of the Indenture, including, without limitation, any amounts owed
        to
        third party credit enhancers, acquiesce, petition or otherwise invoke or
        cause
        the Issuer to invoke the process of any court or government authority for
        the
        purpose of commencing or sustaining a case against the Issuer under any federal
        or state bankruptcy, insolvency or similar law or appointing a receiver,
        liquidator, assignee, trustee, custodian, sequestrator or other similar official
        of the Issuer or any substantial part of its property, or ordering the winding
        up or liquidation of the affairs of the Issuer.

       

      20.    Action
        By the Managers. 
        For purposes of this Administration Agreement, reference to any action of
        the
        Managers mean the action of three or more Managers, unless otherwise indicated
        or unless the Issuer LLC Agreement requires that the Managers act unanimously,
        or otherwise, with respect to any particular action.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have caused this Administration Agreement to
        be
        duly executed and delivered as of the day and year first above
        written.

       

      JCP&L
        TRANSITION FUNDING II LLC,

      as
        Issuer

      


       

      By:_______________________________

      Name:
        

      Title:
        

       

      FIRSTENERGY
        SERVICE COMPANY

      as
        Administrator

      


       

      By:__________________________

      Name:
        

      Title: