exv10w1



 





Exhibit 10.1



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: February 1, 2007 through July 31, 2007

Payment Date: August 1, 2007

Today’s Date: July 31, 2007




1. Collections Allocable and Aggregate Amounts Available for Current Payment Date:




	 	 	 	 	 	 	 	 	 
	i.
	 	Remittances for the February 1 through 28, 2007 Collection Period	 	 	12,489,365.53	 	 	 
	ii.
	 	Remittances for the March 1 through 31, 2007 Collection Period	 	 	14,582,286.68	 	 	 
	iii.
	 	Remittances for the April 1 through 30, 2007 Collection Period	 	 	12,955,536.09	 	 	 
	iv.
	 	Remittances for the May 1 through 31, 2007 Collection Period	 	 	13,321,886.56	 	 	 
	v.
	 	Remittances for the June 1 through 30, 2007 Collection Period	 	 	12,986,594.62	 	 	 
	vi.
	 	Remittances for the July 1 through 31, 2007 Collection Period	 	 	16,308,597.25	 	 	 
	vii.
	 	Net Earnings on Collection Account	 	 	1,495,420.01	 	 	[1/1/07 through 6/30/07]
	 
	 	 	 	 	 	 	 	 
	viii.
	 	General Subaccount Balance (sum of i through vii above)	 	 	84,139,686.74	 	 	 
	ix.
	 	Excess Funds Subaccount Balance as of Prior Payment Date	 	 	4,713,668.89	 	 	 
	x.
	 	Capital Subaccount Balance as of Prior Payment Date	 	 	9,255,000.00	 	 	 
	 
	 	 	 	 	 	 	 	 
	xi.
	 	Collection Account Balance (sum of viii through x above)	 	 	98,108,355.63	 	 	 
	 
	 	 	 	 	 	 	 	 






2. Outstanding Amounts as of Prior Payment Date:




	 	 	 	 	 	 	 
	i.
	 	Tranche A-1 Principal Balance	 	 	179,908,675.00	 
	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	 	 	1,780,908,675.00	 
	 
	 	 	 	 	 	 






3. Required Funding/Payments as of Current Payment Date:




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Projected	 	 
	 	 	 	 	Principal	 	Semiannual
	 	 	Series A Principal	 	Balance	 	Principal Due
	i.
	 	Tranche A-1	 	 	144,571,638.00	 	 	 	35,337,037.00	 
	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	 	 	1,745,571,638.00	 	 	 	35,337,037.00	 
	 
	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Transition	 	Days in	 	 
	 	 	 	 	Bond	 	Interest	 	 
	 	 	 	 	Interest Rate	 	Period (1)	 	Interest Due
	vii.
	 	Required Tranche A-1 Interest	 	 	4.840	%	 	180	 	 	4,353,789.94	 
	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	 	 	2,520.00	 
	ii.
	 	Servicing Fee	 	 	462,750.00	(1) 
	iii.
	 	Administration Fee and Independent Managers Fee	 	 	50,000.00	(2) 
	iv.
	 	Operating Expenses	 	 	44,406.23	(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	 	 	4,353,789.94	 	 	 	17.42	 
	 
	 	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	 
	 
	 	 	 	 	 	 	 	 	 	 
	vi.
	 	Principal Due and Payable as a result of Event of Default or on Final Maturity Date






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Per $1,000
	 	 	 	 	 	 	 	 	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	 
	 
	 	 	 	 	 	 	 	 	 	 
	vii.
	 	Semiannual Principal	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Per $1,000
	 	 	 	 	 	 	 	 	of Original
	 	 	Series A	 	Aggregate	 	Principal Amount
	 	 	 	 	 	 	 
	 
	 	1. Tranche A-1 Principal Payment	 	 	35,337,037.00	 	 	 	141.35	 
	 
	 	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	 
	 
	 	 	 	 	 	 	 	 	 	 
	viii.
	 	Amounts Payable to Credit Enhancement Providers (if applicable)	 	 	N/A	 	 	 	 	 
	ix.
	 	Operating Expenses not Paid under Clause (iv) above	 	 	0.00	 	 	 	 	 
	x.
	 	Funding of Capital Subaccount (to required level)	 	 	0.00	 	 	 	 	 
	xi.
	 	Net Earnings in Capital Subaccount Released to Issuer	 	 	242,019.09	 	 	 	 	 
	xii.
	 	Deposit to Excess Funds Subaccount	 	 	2,425,194.48	 	 	 	 	 
	xiii.
	 	Released to Issuer upon Series Retirement: Collection Account	 	 	0.00	 	 	 	 	 








 




			
	(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
	 
	(3)	 	Reimbursement to Administrator for fees/expenses paid to outside legal counsel ($20,337.31), printer ($4,034.00), rating agencies ($10,000.00) and L/C issuing bank ($10,034.92)
















 





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.xi.)	 	 	0.00	 
	ii.
	 	Capital Subaccount (available for 4.i. through 4.ix.)	 	 	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	 	 	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 for all Series A Transition Bonds	 	 	1,745,571,638.00	 
	 
	 	 	 	 	 	 
	 
	vii.
	 	Excess Funds Subaccount Balance	 	 	7,138,863.37	 
	viii.
	 	Capital Subaccount Balance	 	 	9,255,000.00	 
	 
	 	 	 	 	 	 
	ix.
	 	Aggregate Collection Account Balance	 	 	16,393,863.37	 
	 
	 	 	 	 	 	 






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 31st day of July, 2007.



CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as Servicer

 	 
	By:  	/s/ Linda Geiger
 	 
	 	Linda Geiger 	 
	 	Assistant Treasurer