Semiannual Servicer's Certificate

EX-10.5 2 h54054exv10w5.htm SEMIANNUAL SERVICER'S CERTIFICATE exv10w5

Exhibit 10.5

Semiannual Servicer’s Certificate
CenterPoint Energy Transition Bond Company II, LLC
$1,851,000,000 Series A Transition Bonds

Pursuant to Section 6 of Annex 1 to the Transition Property Servicing Agreement (the “Agreement”), dated as of December 16, 2005, between CenterPoint Energy Houston Electric, LLC, as Servicer, and CenterPoint Energy Transition Bond Company II, LLC, as Issuer, the Servicer does hereby certify as follows:

Capitalized terms used in this Semiannual Servicer’s Certificate have their respective meanings as set forth in the Agreement. References herein to certain sections and subsections are references to the respective sections and subsections of the Agreement.

Collection Periods: August 1, 2007 through January 30, 2008

Payment Date: February 1, 2008

Today’s Date: January 30, 2008


1. Collections Allocable and Aggregate Amounts Available for Current Payment Date:
	i.	Remittances for the August 1 through 31, 2007 Collection Period		19,957,964.17
	ii.	Remittances for the September 1 through 30, 2007 Collection Period		17,330,677.57
	iii.	Remittances for the October 1 through 31, 2007 Collection Period		20,727,687.03
	iv.	Remittances for the November 1 through 30, 2007 Collection Period		17,226,512.13
	v.	Remittances for the December 1 through 31, 2007 Collection Period		13,999,272.05
	vi.	Remittances for the January 1 through 30, 2008 Collection Period		14,167,756.52
	vii.	Net Earnings on Collection Account		1,750,693.57		[7/1/07 through 12/31/07]

	viii.	General Subaccount Balance (sum of i through vii above)		105,160,563.04

	ix.	Excess Funds Subaccount Balance as of Prior Payment Date		7,138,863.37
	x.	Capital Subaccount Balance as of Prior Payment Date		9,255,000.00

	xi.	Collection Account Balance (sum of viii through x above)		121,554,426.41


2. Outstanding Amounts as of Prior Payment Date:
	i.	Tranche A-1 Principal Balance		144,571,638.00
	ii.	Tranche A-2 Principal Balance		368,000,000.00
	iii.	Tranche A-3 Principal Balance		252,000,000.00
	iv.	Tranche A-4 Principal Balance		519,000,000.00
	v.	Tranche A-5 Principal Balance		462,000,000.00

	vi.	Aggregate Principal Balance of all Series A Transition Bonds		1,745,571,638.00


3. Required Funding/Payments as of Current Payment Date:
			Projected
			Principal			Semiannual
		Series A Principal	Balance			Principal Due
	i.	Tranche A-1		89,916,590.00			54,655,048.00
	ii.	Tranche A-2		368,000,000.00			0.00
	iii.	Tranche A-3		252,000,000.00			0.00
	iv.	Tranche A-4		519,000,000.00			0.00
	v.	Tranche A-5		462,000,000.00			0.00

	vi.	For all Series A Transition Bonds		1,690,916,590.00			54,655,048.00


			Transition			Days in
			Bond			Interest
			Interest Rate			Period (1)		Interest Due
	vii.	Required Tranche A-1 Interest		4.840	%		180		3,498,633.64
	viii.	Required Tranche A-2 Interest		4.970	%		180		9,144,800.00
	ix.	Required Tranche A-3 Interest		5.090	%		180		6,413,400.00
	x.	Required Tranche A-4 Interest		5.170	%		180		13,416,150.00
	xi.	Required Tranche A-5 Interest		5.302	%		180		12,247,620.00


(1)		On 30/360 Day basis.


						Funding
			Required Level			Required
	xii.	Capital Subaccount		9,255,000.00			0.00

4. Allocation of Remittances as of Current Payment Date Pursuant to Section 8.02(d) of Indenture:
	i.	Trustee Fees and Expenses		0.00
	ii.	Servicing Fee		462,750.00	(1)
	iii.	Administration Fee and Independent Managers Fee		52,500.00	(2)
	iv.	Operating Expenses		25,908.33	(3)
	v.	Semiannual Interest (including any past-due Semiannual Interest for prior periods)
						Per $1,000
						of Original
		Series A	Aggregate			Principal Amount
		1. Tranche A-1 Interest Payment		3,498,633.64			13.99
		2. Tranche A-2 Interest Payment		9,144,800.00			24.85
		3. Tranche A-3 Interest Payment		6,413,400.00			25.45
		4. Tranche A-4 Interest Payment		13,416,150.00			25.85
		5. Tranche A-5 Interest Payment		12,247,620.00			26.51

						Per $1,000
	vi.	Principal Due and Payable as a result of (A) Event of Default or (B) on Final Maturity Date					of Original
		Series A	Aggregate			Principal Amount

		1. Tranche A-1 Principal Payment		0.00			0.00
		2. Tranche A-2 Principal Payment		0.00			0.00
		3. Tranche A-3 Principal Payment		0.00			0.00
		4. Tranche A-4 Principal Payment		0.00			0.00
		5. Tranche A-5 Principal Payment		0.00			0.00

		(C) Principal Scheduled to be Paid on Current Payment Date
						Per $1,000
						of Original
		Series A	Aggregate			Principal Amount
		1. Tranche A-1 Principal Payment		54,655,048.00			218.62
		2. Tranche A-2 Principal Payment		0.00			0.00
		3. Tranche A-3 Principal Payment		0.00			0.00
		4. Tranche A-4 Principal Payment		0.00			0.00
		5. Tranche A-5 Principal Payment		0.00			0.00

	vii.	Amounts Payable to Credit Enhancement Providers (if applicable)		N/A
	viii.	Operating Expenses not Paid under Clause (iv) above		0.00
	ix.	Funding of Capital Subaccount (to required level)		0.00
	x.	Net Earnings in Capital Subaccount Released to Issuer		242,128.11
	xi.	Deposit to Excess Funds Subaccount		5,001,624.96
	xii.	Released to Issuer upon Series Retirement: Collection Account		0.00

	xiii.	Aggregate Remittances as of Current Payment Date		105,160,563.04


(1)		Servicing fee: $1,851,000,000 x .05% x 180/360 = $462,750.00

(2)		Administration fee: $100,000 x 180/360 = $50,000.00; Independent Managers fee: $2,500.00

(3)		Reimbursement to Administrator for fees/expenses paid to outside legal counsel ($6,000.00), printer ($2,208.00), rating agencies ($7,500.00) and L/C issuing bank ($10,200.33)


5. Subaccount Withdrawals as of Current Payment Date (if applicable, pursuant to Section 8.02(d) of Indenture):
	i.	Excess Funds Subaccount (available for 4.i. through 4.ix.)	0.00
	ii.	Capital Subaccount (available for 4.i. through 4.viii.)	0.00

	iii.	Total Withdrawals	0.00


6. Outstanding Amounts and Collection Account Balance as of Current Payment Date (after giving effect to payments to be made on such Payment Date):
		Series A

	i.	Tranche A-1 Principal Balance	89,916,590.00
	ii.	Tranche A-2 Principal Balance	368,000,000.00
	iii.	Tranche A-3 Principal Balance	252,000,000.00
	iv.	Tranche A-4 Principal Balance	519,000,000.00
	v.	Tranche A-5 Principal Balance	462,000,000.00

	vi.	Aggregate Principal Balance for all Series A Transition Bonds	1,690,916,590.00


	vii.	Excess Funds Subaccount Balance	12,140,488.33
	viii.	Capital Subaccount Balance	9,255,000.00

	ix.	Aggregate Collection Account Balance	21,395,488.33


7. Shortfalls In Interest and Principal Payments as of Current Payment Date (after giving effect to payments to be made on such Payment Date):
	i.	Semiannual Interest
		Series A

		1. Tranche A-1 Bond Interest Payment	0.00
		2. Tranche A-2 Bond Interest Payment	0.00
		3. Tranche A-3 Bond Interest Payment	0.00
		4. Tranche A-4 Bond Interest Payment	0.00
		5. Tranche A-5 Bond Interest Payment	0.00

	ii.	Semiannual Principal
		Series A

		1. Tranche A-1 Principal Payment	0.00
		2. Tranche A-2 Principal Payment	0.00
		3. Tranche A-3 Principal Payment	0.00
		4. Tranche A-4 Principal Payment	0.00
		5. Tranche A-5 Principal Payment	0.00

8. Shortfall in Required Subaccount Level as of Current Payment Date (after giving effect to payments to be made on such Payment Date):
	i.	Capital Subaccount	0.00

IN WITNESS HEREOF, the undersigned has duly executed and delivered this Semiannual Servicer’s Certificate this 30th day of January, 2008.


	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as Servicer

	by:	/s/ Linda Geiger
		Linda Geiger
		Assistant Treasurer