Unassociated Document





    
       

      Exhibit 4.2

      
         

      

       

      
         

      

      EXECUTION COPY

      
         

      

       

      
         

      

      SERIES
        SUPPLEMENT

      
         

      

      
         

      

      JCP&L TRANSITION
        FUNDING II LLC,

      
         

      

      as
        Issuer

      
         

      

      and

      
         

      

      THE BANK OF NEW
        YORK

      
         

      

      as
        Trustee

      
         

      

      ---------------------------------------------

      
         

      

      2006-A SERIES
        SUPPLEMENT

      
         

      

      Dated as of August
        10,
        2006

      
         

      

      ----------------------------------------------

      
         

      

      2006-A SERIES SUPPLEMENT, dated as of August
        10,
        2006 (this “Supplement”), by and between JCP&L TRANSITION FUNDING II LLC, a
        Delaware limited liability company (the “Issuer”), and The Bank of New York, a
        New York banking corporation, as Trustee under the Indenture dated as of
        August
        10, 2006, between the Issuer and the Trustee (the “Indenture”).

      
         

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      PRELIMINARY
        STATEMENT

      
         

      

      Section 9.01 of the Indenture provides, among
        other things, that the Issuer and the Trustee may at any time and from time
        to
        time enter into one or more indentures supplemental to the Indenture for
        the
        purposes of authorizing the issuance by the Issuer of a Series of Transition
        Bonds and specifying the terms thereof. The Issuer has duly authorized the
        execution and delivery of this Supplement and the creation of a Series of
        Transition Bonds with an initial aggregate principal amount of $182,400,000
        to
        be known as the Issuer’s Transition Bonds, Series 2006-A (the “Series 2006-A
        Transition Bonds”). All acts and all things necessary to make the Series 2006-A
        Transition Bonds, when duly executed by the Issuer and authenticated by the
        Trustee as provided in the Indenture and this Supplement and issued by the
        Issuer, the valid, legal and binding obligations of the Issuer and to make
        this
        Supplement a valid and enforceable supplement to the Indenture have been
        done,
        performed and fulfilled and the execution and delivery hereof have been in
        all
        respects duly and lawfully authorized. The Issuer and the Trustee are executing
        and delivering this Supplement in order to provide for the issuance of the
        Series 2006-A Transition Bonds.

      
         

      

      In order to secure the payment of the Secured
        Obligations, the Issuer hereby confirms the Grant to the Trustee, for the
        benefit of (i) the Holders of the Series 2006-A Transition Bonds from time
        to
        time issued and Outstanding and (ii) the Trustee, of all of the Issuer’s right,
        title and interest in, to and under the Collateral, including, without
        limitation, the Bondable Transition Property transferred by the Seller to
        the
        Issuer as of the Initial Transfer Date pursuant to the Sale Agreement and
        all
        proceeds thereof.

      
         

      

      The Trustee acknowledges the confirmation
        of
        such Grant, accepts the trusts hereunder in accordance with the provisions
        hereof and agrees to perform its duties required in the Indenture and this
        Supplement.

      
         

      

      
        SECTION 1.  DEFINITIONS.

      

      
         

      

      All terms used in this Supplement that are
        defined in the Indenture, either directly or by reference therein, have the
        meanings assigned to them therein, except to the extent such terms are defined
        or modified in this Supplement or the context clearly requires otherwise.

      
         

      

      
        SECTION 2.  OTHER DEFINITIONAL
          PROVISIONS.

      

      
         

      

      Authorized Denominations shall
        mean $1,000 and integral multiples of $1,000 above that amount, provided,
        however, that one Transition Bond of each Class may have a denomination of
        less
        than $1,000. 

      
         

      

      Expected Amortization Schedule
        means Schedule A to this Supplement. 

      
         

      

      Expected Final Payment Date
        means, with respect to any Class of the Series 2006-A Transition Bonds, the
        expected final Payment Date therefor, as specified in Section 4 of this
        Supplement.

      
         

      

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      Final Maturity Date means, with
        respect to any Class of the Series 2006-A Transition Bonds, the final Payment
        Date thereof, as specified in Section 4 of this Supplement.

      
         

      

      Interest Rate has the meaning
        set forth in Section 4 of this Supplement.

      
         

      

      Overcollateralization Amount
        has the meaning set forth in Section 5(d) of this Supplement.

      
         

      

      Payment Dates has the meaning
        set forth in Section 5(a) of this Supplement.

      
         

      

      Record Date shall mean, with
        respect to any Payment Date, the Business Day prior to such Payment Date
        or,
        with respect to any Definitive Transition Bonds, the last Business Day of
        the
        month preceding such Payment Date.

      
         

      

      Required Capital Amount has the
        meaning set forth in Section 5(e) of this Supplement.

      
         

      

      Series Issuance Date has the
        meaning set forth in Section 3(b) of this Supplement.

      
         

      

      Series 2006-A Transition Bonds
has the meaning set forth
        in the Preliminary Statement of this
        Supplement.

      
         

      

      Trustee Policies has the
        meaning set forth in Section 9 of this Supplement.

      
         

      

      
        SECTION 3.  DESIGNATION; SERIES
          ISSUANCE DATES.

      

      
         

      

      
        (a)  Designation. The Series
          2006-A Transition Bonds shall be designated generally as the Issuer’s Transition
          Bonds, Series 2006-A, and further denominated as Class A-1, Class A-2,
          Class A-3
          and Class A-4.

      

      
         

      

      
        (b)  Series Issuance Date. The
          Series 2006-A Transition Bonds that are authenticated and delivered by
          the
          Trustee to or upon the order of the Issuer on August 10, 2006 (the “Series
          Issuance Date”) shall have as their date of authentication August 10,
          2006.

      

      
         

      

      
        SECTION 4.  INITIAL PRINCIPAL AMOUNT;
          INTEREST RATE; EXPECTED FINAL PAYMENT DATE; FINAL MATURITY DATES.

      

      
         

      

      The Transition Bonds of each Class of the
        Series
        2006-A Transition Bonds shall have the aggregate initial principal amounts,
        bear
        interest at the Interest Rates and have Expected Final Payment Dates and
        Final
        Maturity Dates as set forth below:

      
         

      

      
        	
                
                   

                

                 

                
                   

                

                Class

              	
                
                   

                

                 

                
                   

                

                Initial Principal
                  Amount

              	
                
                   

                

                 

                
                   

                

                Interest Rate

              	
                
                   

                

                Expected Final

                
                   

                

                Payment Date

              	
                
                   

                

                Final

                
                   

                

                Maturity Date

              
	
                
                   

                

                A-1

              	
                
                   

                

                $ 56,348,000

              	
                
                   

                

                5.25%

              	
                
                   

                

                June 5, 2012

              	
                
                   

                

                June 5, 2014

              
	
                
                   

                

                A-2

              	
                
                   

                

                $ 25,693,000

              	
                
                   

                

                5.41%

              	
                
                   

                

                September 5, 2014

              	
                
                   

                

                September 5, 2016

              
	
                
                   

                

                A-3

              	
                
                   

                

                $ 49,220,000

              	
                
                   

                

                5.52%

              	
                
                   

                

                June 5, 2018

              	
                
                   

                

                June 5, 2020

              
	
                
                   

                

                A-4

              	
                
                   

                

                $ 51,139,000

              	
                
                   

                

                5.61%

              	
                
                   

                

                June 5, 2021

              	
                
                   

                

                June 5, 2023

              


      

      
         

      

      
         

      

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      
        SECTION 5.  PAYMENT DATES; EXPECTED
          AMORTIZATION SCHEDULE FOR PRINCIPAL; INTEREST; OVERCOLLATERALIZATION AMOUNT;
          REQUIRED CAPITAL AMOUNT; SERIES 2006-A CAPITAL SUBACCOUNT; NO PREMIUM.
          

      

      
         

      

      
        (a)  Payment Dates. The Payment
          Dates for each Class of the Series 2006-A Transition Bonds (“Payment Dates”) are
          March 5, June 5, September 5 and December 5 of each year or, if any such
          date is
          not a Business Day, the next succeeding Business Day, commencing on March
          5,
          2007 and continuing until the earlier of repayment of such Class in full
          and the
          applicable Final Maturity Date.

      

      
         

      

      
        (b)  Expected Amortization Schedule
          for Principal. Except in the case of an optional redemption pursuant to
          Section 10.01 of the Indenture, unless an Event of Default has occurred
          and is
          continuing and the unpaid principal amount of all Series of Transition
          Bonds has
          been declared to be due and payable together with accrued and unpaid interest
          thereon, on each Payment Date the Trustee shall distribute to the Holders
          of the
          Series 2006-A Transition Bonds of record as of the related Record Date
          amounts
          payable in respect of the Series 2006-A Transition Bonds pursuant to Section
          8.02(g) of the Indenture as principal, in accordance with the Expected
          Amortization Schedule. Notwithstanding the foregoing, if one or more Classes
          did
          not receive principal on any prior Payment Date in accordance with the
          Expected
          Amortization Schedule, such shortfalls of principal shall be paid prior
          to the
          payment of principal scheduled to be paid on the current Payment Date and
          shall
          be paid in the order in which such amounts were scheduled to be paid previously
          pursuant to the Expected Amortization Schedule; provided, however, that
          in no
          event shall a principal payment pursuant to this Section 5(b) on any Class
          on a
          Payment Date be greater than the amount that reduces the Outstanding Amount
          of
          such Class of Series 2006-A Transition Bonds to the amount specified in
          the
          Expected Amortization Schedule for such Class and Payment Date.

      

      
         

      

      
        (c)  Interest. On each Payment
          Date after the initial Payment Date, interest will be payable on the Series
          2006-A Transition Bonds in an amount equal to the number of days (determined
          on
          the basis of a 360-day year of twelve 30-day months) from and including
          the
          preceding Payment Date to, but excluding, the current Payment Date, divided
          by
          360, times in each case the product of

      

      
         

      

      
        (i)  the applicable Interest Rate
          times

      

      
         

      

      
        (ii)  the Outstanding Amount of the
          related Class of Transition Bonds as of the close of business on the preceding
          Payment Date after giving effect to all payments of principal made to the
          Holders of the related Class of Series 2006-A Transition Bonds on such
          preceding
          Payment Date.

      

      
         

      

      With respect to the initial Payment Date,
        interest will be payable in an amount equal to the number of days (determined
        on
        the basis of a 360-day year of twelve 30-day months) from and including the
        Series Issuance Date to, but excluding, the initial Payment Date, divided
        by
        360, times the product of:

      
         

      

      
        (1)  the applicable Interest Rate for
          such Class times 

      

      
         

      

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

       

      
         

      

      
        (2)  the original principal amount of
          such Class of Transition Bonds as of the Series Issuance Date.

      

      
         

      

      
        (d)  Overcollateralization
          Amount. The Overcollateralization Amount for the Series 2006-A Transition
          Bonds (the “Overcollateralization Amount”) shall be zero.

      

      
         

      

      
        (e)  Required Capital Amount; Series
          2006-A Capital Subaccount. The Required Capital Amount for the Series
          2006-A Transition Bonds (the “Required Capital Amount”) shall be
          $912,000.

      

      
         

      

      
        (f)  No Premium. No premium
          will be payable in connection with the early redemption of the Series 2006-A
          Transition Bonds.

      

      
         

      

      
        SECTION 6.  AUTHORIZED DENOMINATIONS.
          The Series 2006-A Transition Bonds shall be issuable in the Authorized
          Denominations.

      

      
         

      

      
        SECTION 7.  REDEMPTION.

      

      
         

      

      
        (a)  Mandatory Redemption. The
          Series 2006-A Transition Bonds shall not be subject to mandatory
          redemption.

      

      
         

      

      
        (b)  Optional Redemption. The
          Issuer may redeem the Transition Bonds of Series 2006-A, at its option,
          on any
          Payment Date in accordance with Section 10.01 of the Indenture if after
          giving
          effect to payments that would otherwise be made on such Payment Date, the
          Outstanding Amount of such Series has been reduced to less than five percent
          of
          the initial principal balance of such Series.

      

      
         

      

      
        SECTION 8.  CREDIT ENHANCEMENT. No
          credit enhancement (other than the Required Capital Amount and any adjustments
          to the Transition Bond Charge approved by the BPU as contemplated in the
          Servicing Agreement) is provided for the Series 2006-A Transition
          Bonds.

      

      
         

      

      
        SECTION 9.  TRUSTEE POLICIES. If at
          any time withdrawals from the Series 2006-A Capital Subaccount exceed in
          the
          aggregate $460,000, the Issuer shall within thirty days, deliver to the
          Trustee
          and keep in force until the Indenture ceases to be of any further effect,
          one or
          more policies of insurance, surety bonds and/or letters of credit in the
          aggregate face amount of $5,000,000, which policies, surety bonds and/or
          letters
          of credit are sufficient to provide coverage for, and to ensure to the
          Trustee
          the payment of, all amounts due and owing to the Trustee under the Indenture
          (collectively, the “Trustee Policies”), subject to reasonable commercial
          availability and provided that the premiums or fees for the Trustee Policies
          shall not exceed $50,000 during any calendar year. The terms and conditions
          of
          the Trustee Policies shall be in form and substance reasonably acceptable
          to the
          Trustee and shall be issued by one or more carriers or issuers reasonably
          acceptable to the Trustee.

      

      
         

      

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      
        SECTION 10.  DELIVERY OF THE SERIES
          2006-A TRANSITION BONDS; FORM OF THE SERIES 2006-A TRANSITION BONDS. The
          Trustee
          shall deliver the Series 2006-A Transition Bonds to the Issuer when
          authenticated in accordance with Section 2.02 of the Indenture. The Series
          2006-A Transition Bonds of Class A-1, Class A-2, Class A-3, and Class A-4
          shall
          be in the form of Exhibit A hereto.

      

      
         

      

      
        SECTION 11.  ADMINISTRATION FEE. The
          Administrator shall be paid in accordance with Section 8.02(g)(i) of the
          Indenture by the Issuer a fee as determined in accordance with the
          Administration Agreement on each Payment Date with respect to the Series
          2006-A
          Transition Bonds.

      

      
         

      

      
        SECTION 12.  SECURITY INTERESTS. The
          Issuer hereby makes the following representations and warranties:

      

      
         

      

      
        (a)  the Indenture creates a valid and
          continuing security interest (as defined in the New Jersey UCC) in, to
          and under
          that portion of the Collateral subject to Article 9 of the New Jersey UCC,
          including the Transferred Bondable Transition Property (the “Article 9
          Collateral”), in favor of the Trustee, which security interest is perfected and
          is prior to all other Liens, and is enforceable as such;

      

      
         

      

      
        (b)  the Transferred Bondable Transition
          Property constitutes an “account” within the meaning of the New Jersey
          UCC;

      

      
         

      

      
        (c)  the Issuer owns and has good and
          marketable title to the Article 9 Collateral free and clear of any
          Lien;

      

      
         

      

      
        (d)  the Issuer has caused or will have
          caused, within ten days of the date hereof, the filing of all appropriate
          financing statements in the proper filing offices in the appropriate
          jurisdictions under applicable law in order to perfect the security interest
          granted to the Trustee under the Indenture; and

      

      
         

      

      
        (e)  other than the security interest
          granted to the Trustee pursuant to the Indenture, the Issuer has not pledged,
          assigned, sold, granted a security interest in or otherwise conveyed any
          of the
          Article 9 Collateral; the Issuer has not authorized the filing of and is
          not
          aware of any financing statements against the Issuer that include a description
          of the Article 9 Collateral other than any financing statement relating
          to the
          security interest granted to the Trustee under the Indenture or that has
          been
          terminated; and the Issuer is not aware of any judgment or tax lien filing
          against the Issuer.

      

      
         

      

      
        SECTION 13.  CONFIRMATION OF
          INDENTURE. As supplemented by this Supplement, the Indenture is in all
          respects
          ratified and confirmed and the Indenture, as so supplemented by this Supplement,
          shall be read, taken and construed as one and the same instrument. 

      

      
         

      

      
        SECTION 14.  COUNTERPARTS. This
          Supplement may be executed in any number of counterparts, each of which
          so
          executed shall be deemed to be an original, but all of such counterparts
          shall
          together constitute but one and the same instrument.

      

      
         

      

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

       

      
         

      

      
        SECTION 15.  GOVERNING LAW. THIS
          SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
          OF NEW
          JERSEY, WITHOUT REFERENCE TO ITS CONFLICT OF LAWS PROVISIONS, AND THE
          OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
          IN
          ACCORDANCE WITH SUCH LAWS. 

      

      
         

      

       

      
         

      

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the Issuer and the Trustee
        have caused this Supplement to be duly executed and delivered by their
        respective officers thereunto duly authorized as of the date first above
        written. 

      
         

      

      
        	
                
                   

                

                JCP&L TRANSITION FUNDING II LLC, 

              
	
                as Issuer

                
                   

                

              
	
                By: 

                
                   

                

              
	
                Name: Richard H. Marsh

              
	
                Title:     Manager, Senior Vice President

                
                        and Chief Financial
                    Officer

                

                
                   

                

              
	
                THE BANK OF NEW YORK, 

              
	
                as Trustee 

              
	
                 

              
	
                 

              
	
                By: 

                
                   

                

              
	
                Name: Catherine Cerilles

              
	
                Title:     Assistant Vice
                  President

              


      

       

       

      
        
          Signature Page to 2006-A
            Series
            Supplement

           

        

        
           

          
            

          

        

        
           

        

      

       

      SCHEDULE A

      
         

      

      Expected Amortization
        Schedule

      Scheduled Amortization
        Requirement

      
         

      

      (All amounts are in United
        States
        Dollars)

      
         

      

      
        	
                 

                Payment Date

              	
                 

              	
                Class
                  A-1

                Balance

              	
                Class
                  A-2

                Balance

              	
                Class
                  A-3

                Balance

              	
                Class
                  A-4

                Balance

              
	
                Closing Date

              	
                 

              	
                
                  $ 

                

              	
                56,348,000

              	
                $

              	
                25,693,000

              	
                $ 

              	
                49,220,000

              	
                $ 

              	
                51,139,000

              
	
                3/5/2007

              	
                 

              	
                $

              	
                50,683,936

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2007

              	
                 

              	
                $

              	
                46,549,412

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2007

              	
                 

              	
                $

              	
                43,981,319

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2007

              	
                 

              	
                $

              	
                41,630,656

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/3008

              	
                 

              	
                $

              	
                39,848,503

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2008

              	
                 

              	
                $

              	
                38,014,237

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2008

              	
                 

              	
                $

              	
                35,866,032

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2008

              	
                 

              	
                $

              	
                33,228,715

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/2009

              	
                 

              	
                $

              	
                31,168,719

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2009

              	
                 

              	
                $

              	
                29,036,327

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2009

              	
                 

              	
                $

              	
                26,725,279

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2009

              	
                 

              	
                $

              	
                23,974,378

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/2010

              	
                 

              	
                $

              	
                21,806,181

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2010

              	
                 

              	
                $

              	
                19,576,264

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2010

              	
                 

              	
                $

              	
                17,146,662

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2010

              	
                 

              	
                $

              	
                14,268,301

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/2011

              	
                 

              	
                $

              	
                11,970,961

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2011

              	
                 

              	
                $

              	
                9,609,838

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2011

              	
                 

              	
                $

              	
                7,049,351

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2011

              	
                 

              	
                $

              	
                4,039,187

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/2012

              	
                 

              	
                $

              	
                1,607,685

              	
                $

              	
                25,693,000

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2012

              	
                 

              	
                $

              	
                0

              	
                $

              	
                24,802,801

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2012

              	
                 

              	
                $

              	
                0

              	
                $

              	
                22,104,027

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2012

              	
                 

              	
                $

              	
                0

              	
                $

              	
                18,952,918

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/2013

              	
                 

              	
                $

              	
                0

              	
                $

              	
                16,377,288

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2013

              	
                 

              	
                $

              	
                0

              	
                $

              	
                13,732,261

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2013

              	
                 

              	
                $

              	
                0

              	
                $

              	
                10,883,818

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                12/5/2013

              	
                 

              	
                $

              	
                0

              	
                $

              	
                7,581,064

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                3/5/2014

              	
                 

              	
                $

              	
                0

              	
                $

              	
                4,851,624

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                6/5/2014

              	
                 

              	
                $

              	
                0

              	
                $

              	
                2,050,550

              	
                $

              	
                49,220,000

              	
                $

              	
                51,139,000

              
	
                9/5/2014

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                48,264,173

              	
                $

              	
                51,139,000

              
	
                12/5/2014

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                44,801,179

              	
                $

              	
                51,139,000

              
	
                3/5/2015

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                41,908,224

              	
                $

              	
                51,139,000

              
	
                6/5/2015

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                38,940,415

              	
                $

              	
                51,139,000

              
	
                9/5/2015

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                35,764,434

              	
                $

              	
                51,139,000

              
	
                12/5/2015

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                32,129,009

              	
                $

              	
                51,139,000

              
	
                3/5/2016

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                29,061,189

              	
                $

              	
                51,139,000

              
	
                6/5/2016

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                25,916,027

              	
                $

              	
                51,139,000

              
	
                9/5/2016

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                22,560,355

              	
                $

              	
                51,139,000

              
	
                12/5/2016

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                18,742,806

              	
                $

              	
                51,139,000

              
	
                3/5/2017

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                15,490,253

              	
                $

              	
                51,139,000

              
	
                6/5/2017

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                12,157,677

              	
                $

              	
                51,139,000

              
	
                9/5/2017

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                8,612,194

              	
                $

              	
                51,139,000

              
	
                12/5/2017

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                4,602,292

              	
                $

              	
                51,139,000

              
	
                3/5/2018

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                1,154,599

              	
                $

              	
                51,139,000

              
	
                6/5/2018

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                48,763,007

              
	
                9/5/2018

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                45,016,448

              
	
                12/5/2018

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                40,801,936

              
	
                3/5/2019

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                37,145,758

              
	
                6/5/2019

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                33,402,843

              
	
                9/5/2019

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                29,440,912

              
	
                12/5/2019

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                25,008,088

              
	
                3/5/2020

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                21,130,399

              
	
                6/5/2020

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                17,162,681

              
	
                9/5/2020

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                12,961,228

              
	
                12/5/2020

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                8,700,850

              
	
                3/5/2021

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                4,380,720

              
	
                6/5/2021

              	
                 

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              	
                $

              	
                0

              


      

       

      
         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

       

      EXHIBIT A TO 2006-A
        SERIES
        SUPPLEMENT

      
         

      

      Form of Transition Bond

      
         

      

      
        	
                REGISTERED

              	
                $_____________

              
	
                
                   

                

                No. R-1

              	
                
                   

                

                CUSIP NO.
                  ____

              


      

       

      SEE REVERSE FOR CERTAIN DEFINITIONS
        AND OTHER PROVISIONS

      
         

      

      
        THE PRINCIPAL OF THIS CLASS A-[ ] TRANSITION BOND WILL BE PAID IN
          INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL
          AMOUNT
          OF THIS CLASS A-[ ] TRANSITION BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT
          SHOWN ON THE FACE HEREOF. THE HOLDER OF THIS CLASS A-[ ] TRANSITION BOND
          HEREBY
          COVENANTS AND AGREES THAT PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE
          (1)
          DAY AFTER THE PAYMENT IN FULL OF THE CLASS A-[ ] TRANSITION BONDS, IT WILL
          NOT
          INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING AGAINST, THE
          ISSUER
          ANY BANKRUPTCY, REORGANIZATION, MORATORIUM, ARRANGEMENT, INSOLVENCY OR
          LIQUIDATION PROCEEDINGS OR OTHER SIMILAR PROCEEDING UNDER THE LAWS OF THE
          UNITED
          STATES OR ANY STATE OF THE UNITED STATES. TRANSFERS OF THIS GLOBAL TRANSITION
          BOND SHALL BE LIMITED TO TRANSFERS IN THE CLEARING AGENCY OR TO A SUCCESSOR
          THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF PORTIONS OF THIS GLOBAL
          TRANSITION BOND SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
          RESTRICTIONS SET FORTH IN THE INDENTURE.

      

      
         

      

      JCP&L TRANSITION
        FUNDING II LLC

      
         

      

      TRANSITION BONDS,
        SERIES
        2006-A, CLASS A-[ ].

      
         

      

      
        	
                
                   

                

                Interest Rate

              	
                Original Principal Amount

              	
                Expected Final Payment Date

              	
                
                   

                

                Final Maturity Date

              
	
                 

              	
                 

              	
                 

              	
                 

              


      

      
         

      

      
         

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      JCP&L Transition Funding II LLC, a limited
        liability company formed and existing under the laws of the State of Delaware
        (herein referred to as the “Issuer”), for value received, hereby promises to pay
        to the Registered Holder hereof, or registered assigns, the Original Principal
        Amount shown above in quarterly installments on the Payment Dates (as defined
        below) and in the amounts determined as specified on the reverse hereof or,
        if
        there are insufficient funds available, the amounts determined pursuant to
        Section 8.02(g) of the Indenture, in each year, commencing on _______and
        ending
        on or before the Final Maturity Date, to pay the entire unpaid principal
        hereof
        on the Final Maturity Date and to pay interest, at the Interest Rate shown
        above
        at a fixed rate, on each March 5, June 5, September 5 and December 5, and
        if any
        such day is not a Business Day, the next succeeding Business Day, commencing
        on
        ____________, 20__ and continuing until the earlier of the payment of the
        principal hereof and the Final Maturity Date (each a “Payment Date”), on the
        principal amount of this Class A-[ ] Transition Bond outstanding from time
        to
        time. Interest will be computed (i) for the first Payment Date, on the basis
        of
        the number of days (determined on the basis of a 360-day year of twelve 30-day
        months) from and including the Series Issuance Date, to but excluding the
        initial Payment Date, divided by 360, multiplied by the product of the Interest
        Rate shown above times the Original Principal Amount of the Class A-[ ]
        Transition Bonds, and (ii) for each succeeding Payment Date, the number of
        days
        (determined on the basis of a 360-day year of twelve 30-day months) from
        and
        including the preceding Payment Date to, but excluding, the current Payment
        Date, divided by 360, multiplied by the product of the Interest Rate shown
        above
        times the Outstanding Amount of the Class A-[ ] Transition Bonds as of the
        close
        of business on the preceding Payment Date after giving effect to all payments
        of
        principal made to the Holders of the Class A-[ ] Transition Bonds on such
        preceding Payment Date. Such principal of and interest on this Class A-[
        ]
        Transition Bond shall be paid in the manner specified on the reverse
        hereof.

      
         

      

      The principal of and interest on this Class
        A-[
        ] Transition Bond are payable in such coin or currency of the United States
        of
        America as at the time of payment is legal tender for payment of public and
        private debts. All payments made by the Issuer with respect to this Class
        A-[ ]
        Transition Bond shall be applied first to interest due and payable on this
        Class
        A-[ ] Transition Bond as provided above and then to the unpaid principal
        of this
        Class A-[ ] Transition Bond, all in the manner set forth in Section 8.02(g)
        of
        the Indenture.

      
         

      

      Reference is made to the further provisions
        of
        this Class A-[ ] Transition Bond set forth on the reverse hereof, which shall
        have the same effect as though fully set forth on the face of this Class
        A-[ ]
        Transition Bond.

      
         

      

      Unless the certificate of authentication hereon
        has been executed by the Trustee whose name appears below by manual signature,
        this Class A-[ ] Transition Bond shall not be entitled to any benefit under
        the
        Indenture referred to on the reverse hereof, or be valid or obligatory for
        any
        purpose.

      
         

      

      
         

      

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      IN WITNESS WHEREOF, the Issuer has caused
        this
        instrument to be signed, manually or in facsimile, by an authorized Manager
        of
        the Issuer. 

      
         

      

      Dated: [ ], 2006

      
         

      

      
        	
                JCP&L TRANSITION FUNDING II LLC 

                
                   

                

              
	
                By: 

                
                   

                

              
	
                Name:

              
	
                Title:     
Manager

              


      

       

       

      
        
           

           

        

        
          3

          
            

          

        

        
           

        

      

       

      TRUSTEE’S CERTIFICATE OF
        AUTHENTICATION

      
         

      

       

      TRUSTEE’S CERTIFICATE OF
        AUTHENTICATION

      
         

      

      Dated: [ ], 2006

       

       

       

      This is one of the Class A-[ ] Transition
        Bonds
        of the Series 2006-A Transition Bonds, designated above and referred to in
        the
        within-mentioned Indenture.

      
         

      

      
        	
                THE BANK OF NEW YORK, 

              
	
                as Trustee 

                
                   

                

              
	
                By: 

                
                   

                

              
	
                Name:

              
	
                Title:

              


      

      
        :

      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

      
         

      

      
         

        REVERSE OF TRANSITION
          BOND

        
           

        

        This Class A-[ ] Transition Bond is one
          of a
          duly authorized issue of Transition Bonds of the Issuer, designated as
          its
          Transition Bonds (herein called the “Transition Bonds”), issued and to be issued
          in one or more Series, which Series are issuable in one or more Classes.
          The
          Series 2006-A Transition Bonds consist of four Classes, including the Class
          A-[
          ] Transition Bonds (herein called the “Class A-[ ] Transition Bonds”). The Class
          A-[ ] Transition Bonds have been issued under an indenture dated as of
          August
          __, 2006, and a series supplement thereto dated as of August __, 2006 (such
          series supplement, as supplemented or amended, the “Series Supplement” and,
          collectively with such indenture, as supplemented or amended, the “Indenture”),
          each between the Issuer and The Bank of New York, as Trustee (the “Trustee”,
          which term includes any successor trustee under the Indenture), to which
          Indenture and all indentures supplemental thereto reference is hereby made
          for a
          statement of the Collateral pledged, the nature and extent of the security,
          the
          respective rights, obligations and immunities thereunder of the Issuer,
          the
          Trustee and the Holders of the Transition Bonds and the terms and conditions
          under which additional Transition Bonds may be issued. All capitalized
          terms
          used in this Class A-[ ] Transition Bond that are defined in the Indenture,
          as
          supplemented or amended, shall have the meanings assigned to them in the
          Indenture. 

        
           

        

        The Class A-[ ] Transition Bonds, the other
          Classes of Series 2006-A Transition Bonds and any other Series of Transition
          Bonds issued by the Issuer are and will be equally and ratably secured
          by the
          Collateral pledged as security therefor as provided in the Indenture.

        
           

        

        The principal of this Class A-[ ] Transition
          Bond shall be payable on each Payment Date only to the extent that amounts
          in
          the Collection Account are available therefor, and only until the outstanding
          principal balance of the Class A-[ ] Transition Bonds on such Payment Date
          (after giving effect to all payments of principal, if any, made on such
          Payment
          Date) has been reduced to the principal balance specified in the Expected
          Amortization Schedule which is attached to the Series Supplement as Schedule
          A,
          unless payable earlier either because

        
           

        

        (i) an Event of Default has occurred and is
          continuing and the Trustee or the Holders of Transition Bonds representing
          not
          less than a majority of the Outstanding Amount of the Transition Bonds
          of all
          Series have declared the Transition Bonds to be immediately due and payable
          in
          accordance with Section 5.02 of the Indenture or

        
           

        

        (ii) the Issuer, at its option, has called
          for the redemption of the Series 2006-A Transition Bonds in whole pursuant
          to
          Section 7(b) of the Series Supplement and Section 10.01 of the Indenture.


        
           

        

         

        
          
             

          

          
             

            
              

            

          

          
             

          

        

         

        If there are insufficient funds available
          in the
          Collection Account, actual principal payments may be made in lesser than
          expected amounts and at later than expected times as determined pursuant
          to
          Section 8.02(g) of the Indenture. The entire unpaid principal amount of
          this
          Class A-[ ] Transition Bond shall be due and payable on the earlier of
          the Final
          Maturity Date hereof and the Redemption Date, if any. Notwithstanding the
          foregoing, the entire unpaid principal amount of the Transition Bonds shall
          be
          due and payable, if not then previously paid, on the date on which an Event
          of
          Default shall have occurred and be continuing and the Trustee or the Holders
          of
          the Transition Bonds of all Series representing not less than a majority
          of the
          Outstanding Amount of the Transition Bonds have declared the Transition
          Bonds to
          be immediately due and payable in the manner provided in Section 5.02 of
          the
          Indenture. All principal payments on the Class A-[ ] Transition Bonds shall
          be
          made pro rata to the Holders of the Class A-[ ] Transition Bonds entitled
          thereto based on the respective principal amounts of the Class A-[ ] Transition
          Bonds held by them.

        
           

        

        Payments of interest on this Class A-[ ]
          Transition Bond due and payable on each Payment Date, together with the
          installment of principal payable on this Class A-[ ] Transition Bond on
          such
          Payment Date, shall be made by check mailed first-class, postage prepaid,
          to the
          Person whose name appears as the Registered Holder of this Class A-[ ]
          Transition Bond (or one or more predecessors of such Transition Bond) in
          the
          Transition Bond Register as of the close of business on the Record Date
          or in
          such other manner as may be provided in the Series Supplement, except that
          with
          respect to Class A-[ ] Transition Bonds registered on the Record Date in
          the
          name of a Clearing Agency, payments will be made by wire transfer in immediately
          available funds to the account designated by such Clearing Agency and except
          for
          the final installment of principal payable with respect to this Class A-[
          ]
          Transition Bond on a Payment Date which shall be payable as provided below.
          Such
          checks shall be mailed to the Person entitled thereto at the address of
          such
          Person as it appears in the Transition Bond Register as of the applicable
          Record
          Date without requiring that this Class A-[ ] Transition Bond be submitted
          for
          notation of payment. Any reduction in the principal amount of this Class
          A-[ ]
          Transition Bond (or any one or more predecessors to such Transition Bond)
          effected by any payments made on any Payment Date shall be binding upon
          all
          future Holders of this Class A-[ ] Transition Bond and of any Class A-[
          ]
          Transition Bond issued upon the registration of transfer hereof or in exchange
          hereof or in lieu hereof, whether or not noted hereon. If funds are expected
          to
          be available, as provided in the Indenture, for payment in full of the
          then
          remaining unpaid principal amount of this Class A-[ ] Transition Bond on
          a
          Payment Date, then the Trustee, in the name of and on behalf of the Issuer,
          will
          notify the Person who was the Registered Holder hereof as of the second
          preceding Record Date to such Payment Date by notice mailed no later than
          five
          days prior to such final Payment Date and shall specify that such final
          installment will be payable to the Registered Holder hereof as of the Record
          Date immediately preceding such final Payment Date and only upon presentation
          and surrender of this Class A-[ ] Transition Bond and shall specify the
          place
          where this Class A-[ ] Transition Bond may be presented and surrendered
          for
          payment of such installment.

        
           

        

         

        
          
             

          

          
            2

            
              

            

          

          
             

          

        

         

        The Issuer shall pay interest on overdue
          installments of interest on this Class A-[ ] Transition Bond at the Interest
          Rate for Class A-[ ] Transition Bonds to the extent lawful.

        
           

        

        As provided in the Indenture, the Class
          A-[ ]
          Transition Bonds may be redeemed, in whole, but not in part, in certain
          circumstances as provided in Section 7(b) of the Series Supplement and
          Section
          10.01 of the Indenture.

        
           

        

        This Class A-[ ] Transition Bond is a Transition
          Bond as such term is defined in the Competition Act. Principal and interest
          due
          and payable on this Transition Bond are payable from and secured primarily
          by
          bondable transition property authorized by a bondable stranded cost rate
          order
          issued by the BPU pursuant to the Competition Act. Bondable transition
          property
          includes the irrevocable right to impose and collect certain non-bypassable
          charges (defined in the Competition Act as “transition bond charges”) to be
          included in electric utility bills of all electric service retail customers
          of
          Jersey Central Power & Light Company, a New Jersey electric utility.

        
           

        

        The Competition Act provides that:

        
           

        

        “The State of New Jersey does hereby pledge
          and
          agree with the holders of any transition bonds issued under the authority
          of
          this act, with the pledgee, owner or assignee of bondable transition property,
          with any financing entity which has issued transition bonds with respect
          to
          which a bondable stranded costs rate order has been issued and with any
          person
          who may enter into agreements with an electric public utility or an assignee
          or
          pledgee thereof or a financing entity pursuant to this act, that the State
          will
          not limit, alter or impair any bondable transition property or other rights
          vested in an electric public utility or an assignee or pledgee thereof
          or a
          financing entity or vested in the holders of any transition bonds pursuant
          to a
          bondable stranded costs rate order until such transition bonds, together
          with
          the interest and acquisition or redemption premium, if any, thereon, are
          fully
          paid and discharged or until such agreements are fully performed on the
          part of
          the electric public utility, any assignee or pledgee thereof or the financing
          entity or in any way limit, alter, impair or reduce the value or amount
          of the
          bondable transition property approved by a bondable stranded costs rate
          order .
          . . .”

        
           

        

        The issuance of this Class A-[ ]Transition
          Bond
          under the Competition Act does not, directly, indirectly or contingently,
          obligate the State of New Jersey or any political subdivision thereof to
          levy or
          pledge any form of taxation therefor or to make an appropriation for its
          payment. This Class A-[ ] Transition Bond will be payable solely from Bondable
          Transition Property and such other proceeds or property as may be pledged
          therefor.

        
           

        

         

        
          
             

          

          
            3

            
              

            

          

          
             

          

        

         

        As provided in the Indenture and subject
          to
          certain limitations set forth therein, the transfer of this Class A-[ ]
          Transition Bond may be registered in the Transition Bond Register upon
          surrender
          of this Class A-[ ] Transition Bond for registration of transfer at the
          office
          or agency designated by the Issuer pursuant to the Indenture, duly endorsed
          by,
          or accompanied by a written instrument of transfer in form satisfactory
          to the
          Trustee duly executed by, the Holder hereof or his attorney duly authorized
          in
          writing, with such signature guaranteed by an Eligible Guarantor Institution,
          and thereupon one or more new Class A-[ ] Transition Bonds of any Authorized
          Denominations and in the same aggregate initial principal amount will be
          issued
          to the designated transferee or transferees. No service charge will be
          charged
          for any registration of transfer or exchange of this Class A-[ ] Transition
          Bond, but the transferor may be required to pay a sum sufficient to cover
          any
          tax or other governmental charge that may be imposed in connection with
          any
          registration of transfer or exchange. 

        
           

        

        Prior to the due presentment for registration
          of
          transfer of this Class A-[ ] Transition Bond, the Issuer, the Trustee and
          any
          agent of the Issuer or the Trustee may treat the Person in whose name this
          Class
          A-[ ] Transition Bond is registered (as of the day of determination) as
          the
          owner hereof for the purpose of receiving payments of principal of and
          interest
          on this Class A-[ ] Transition Bond and for all other purposes whatsoever,
          whether or not this Class A-[ ] Transition Bond may be overdue, and neither
          the
          Issuer, the Trustee nor any such agent shall be affected by notice to the
          contrary.

        
           

        

        The Indenture permits, with certain exceptions
          as therein provided, the amendment thereof and the modification of the
          rights
          and obligations of the Issuer and the rights of the Holders of the Transition
          Bonds under the Indenture at any time by the Issuer with the consent of
          the
          Holders of Transition Bonds representing a majority of the Outstanding
          Amount of
          all Transition Bonds at the time Outstanding of each Series or Class to
          be
          affected. The Indenture also contains provisions permitting the Holders
          of
          Transition Bonds representing specified percentages of the Outstanding
          Amount of
          the Transition Bonds of all Series, on behalf of the Holders of all the
          Transition Bonds, to waive compliance by the Issuer with certain provisions
          of
          the Indenture and certain past defaults under the Indenture and their
          consequences. Any such consent or waiver by the Holder of this Class A-[
          ]
          Transition Bond (or any one of more predecessors of such transition bonds)
          shall
          be conclusive and binding upon such Holder and upon all future Holders
          of this
          Class A-[ ] Transition Bond and of any Class A-[ ] Transition Bond issued
          upon
          the registration of transfer hereof or in exchange hereof or in lieu hereof
          whether or not notation of such consent or waiver is made upon this Class
          A-[ ]
          Transition Bond. The Indenture also permits the Trustee to amend or waive
          certain terms and conditions set forth in the Indenture without the consent
          of
          Holders of the Transition Bonds issued thereunder.

        
           

        

        The term “Issuer” as used in this Class A-[ ]
          Transition Bond includes any successor to the Issuer under the Indenture.

        
           

        

         

        
          
             

          

          
            4

            
              

            

          

          
             

          

        

         

        The Issuer is permitted by the Indenture,
          under
          certain circumstances, to merge or consolidate, subject to the rights of
          the
          Trustee and the Holders of Transition Bonds under the Indenture. 

        
           

        

        The Class A-[ ] Transition Bonds are issuable
          only in registered form in Authorized Denominations as provided in the
          Indenture
          and the Series Supplement, subject to certain limitations therein set forth.
          

        
           

        

        This Class A-[ ] Transition Bond and the
          Indenture shall be construed in accordance with the laws of the State of
          New
          Jersey, without reference to its conflict of law provisions, and the
          obligations, rights and remedies of the parties hereunder and thereunder
          shall
          be determined in accordance with such laws.

        
           

        

        No reference herein to the Indenture and
          no
          provision of this Class A-[ ] Transition Bond or of the Indenture shall
          alter or
          impair the obligation of the Issuer, which is absolute and unconditional,
          to pay
          the principal of and interest on this Class A-[ ] Transition Bond at the
          times
          and rate and in the currency herein prescribed.

        
           

        

         

      

       

       

      
        
           

           

        

        
          5

          
            

          

        

        
           

        

      

       

      
         

        ASSIGNMENT

        
           

        

         

        
          	
                  Social Security or taxpayer I.D. or other identifying number
                    of
                    assignee:

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns
                    and
                    transfers unto

                
	
                   

                
	
                   

                
	
                  (Name and Address
                    of
                    Assignee)

                
	
                   

                	
                   

                	
                   

                
	
                  the within Class A-[ ] Transition Bond and all rights thereunder,
                    and
                    hereby irrevocably constitutes and appoints

                
	
                   

                
	
                   

                
	
                  (Name and Address
                    of
                    Assignee)

                
	
                   

                
	
                  attorney, to transfer said Class A-[ ] Transition Bond on
                    the books
                    kept for registration thereof, with full power of substitution
                    in the
                    premises

                
	
                   

                	
                   

                	
                   

                
	
                  Dated:

                	
                   

                	
                   

                
	
                   

                	
                   

                	
                   

                
	
                  *By:

                	
                   

                	
                   

                	
                  *By:

                	
                   

                
	
                                                      Name

                	
                   

                	
                                               
                    Name

                
	
                	
                	
                	
                	
                	
                	
                


        

         

        *NOTE: The signature to this assignment must correspond
          with the name of the registered owner as it appears on the face of the
          within
          Class A-[ ] Transition Bond in every particular, without alteration, enlargement
          or any change whatsoever.