EXHIBIT 4(b)

          ISSUANCE   CERTIFICATE   dated   as  of   February   7,   2002   (this
"Certificate"),  executed and delivered by CPL TRANSITION FUNDING LLC, a limited
liability  company  created  under the laws of the State of Delaware  (the "Note
Issuer"), to U.S. Bank National Association, a national banking association (the
"Indenture  Trustee"),  as Indenture  Trustee  under the  Indenture  dated as of
February  7, 2002,  between  the Note  Issuer  and the  Indenture  Trustee  (the
"Indenture").

                              PRELIMINARY STATEMENT

          Article II of the Indenture  provides,  among other  things,  that the
Note  Issuer may at any time and from time to time  execute  and  deliver to the
Indenture  Trustee  one or  more  Issuance  Certificates  for  the  purposes  of
authorizing  the issuance by the Note Issuer of a Series of Notes and specifying
the terms thereof.  The Note Issuer has duly authorized the creation of a Series
of Notes with an initial aggregate  principal amount of $797,334,897 to be known
as CPL Transition Funding LLC Notes, Series 2002-1 ("Series 2002-1 Notes"),  and
the Note Issuer is executing and delivering this Certificate in order to provide
for the Series 2002-1 Notes.

          All terms used in this  Certificate 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
Certificate or the context  clearly  requires  otherwise.  In the event that any
term or provision  contained herein shall conflict with or be inconsistent  with
any term or provision  contained in the  Indenture,  the terms and provisions of
this Certificate shall govern.

          SECTION 1.  Designation.  The Series  2002-1 Notes shall be designated
generally as Transition Notes,  Series 2002-1 and further denominated as Classes
A-1 through A-5.

          SECTION 2. Initial  Principal  Amount;  Note Interest Rate;  Scheduled
Payment Date;  Final Maturity Date. The Notes of each Class of the Series 2002-1
shall have the initial  principal  amount,  bear interest at the rates per annum
and shall have Scheduled Payment Dates and Final Maturity Dates set forth below:

            Initial        Note         Scheduled                Final
           Principal     Interest        Payment               Maturity
Class       Amount         Rate           Date                   Date
-----    ------------    --------   ----------------       ----------------
 A-1     $128,950,233     3.54%     January 15, 2005       January 15, 2007
 A-2     $154,506,810     5.01%     January 15, 2008       January 15, 2010
 A-3     $107,094,258     5.56%     January 15, 2010       January 15, 2012
 A-4     $214,926,738     5.96%       July 15, 2013          July 15, 2015
 A-5     $191,856,858     6.25%     January 15, 2016       January 15, 2017


          SECTION 3. Authentication Date; Payment Dates;  Expected  Amortization
Schedule for Principal; Periodic Interest; Required Overcollateralization Level;
No Premium;  Other Terms. (a) Authentication  Date. The Series 2002-1 Notes that
are authenticated and delivered by the Indenture Trustee to or upon the order of
the Note Issuer on February 7, 2002 (the "Series  Issuance  Date") shall have as
their date of authentication February 7, 2002.

          (b) Payment  Dates.  The Payment Dates for the Series 2002-1 Notes are
January 15 and July 15 of each year or, if any such date is not a Business  Day,
the next succeeding  Business Day, commencing on January 15, 2003 and continuing
until the Series 2002-1, Class A-5 Notes are paid in full.

          (c) Expected Amortization  Schedule for Principal.  Unless an Event of
Default  shall  have  occurred  and be  continuing,  on each  Payment  Date  the
Indenture  Trustee  shall  distribute to the Holders of record as of the related
Record Date amounts payable pursuant to Section  8.02(e)(ix) of the Indenture as
principal,  in the following order and priority: (1) to the holders of the Class
A-1 Notes,  until the Outstanding Amount of such Class of Notes thereof has been
reduced  to  zero;  (2) to the  holders  of  the  Class  A-2  Notes,  until  the
Outstanding  Amount of such Class of Notes thereof has been reduced to zero; (3)
to the  holders of the Class A-3  Notes,  until the  Outstanding  Amount of such
Class of Notes thereof has been reduced to zero; (4) to the holders of the Class
A-4 Notes,  until the Outstanding Amount of such Class of Notes thereof has been
reduced  to zero;  and (5) to the  holders  of the  Class  A-5  Notes  until the
Outstanding  Amount of such  Class of Notes  thereof  has been  reduced to zero;
provided,  however,  that in no event shall a principal payment pursuant to this
Section 3(c) on any Class on a Payment Date be greater than the amount necessary
to reduce the Outstanding  Amount of such Class of Notes to the amount specified
in the Expected Amortization Schedule which is attached as Schedule A hereto for
such Class and Payment Date. However, if an Event of Default has occurred and is
continuing,  and the unpaid  principal  amount of all  outstanding  Notes of all
Series  have  been  declared  to be due  and  payable  in  accordance  with  the
Indenture,  then the Indenture  Trustee shall  distribute  principal pro rata to
each Series and Class and not in accordance  with the priority  described in the
preceding sentence.

          (d) Periodic Interest. Periodic Interest will be payable on each Class
of the Series  2002-1  Notes on each Payment Date in an amount equal to one-half
of the product of (i) the applicable Note Interest Rate and (ii) the Outstanding
Amount  of the  related  Class  of  Notes 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  2002-1  Notes on such  preceding
Payment Date; provided,  however, that with respect to the initial Payment Date,
or, if no  payment  has yet been made,  interest  on the  outstanding  principal
balance  will  accrue  from and  including  the  Series  Issuance  Date to,  but
excluding,  the following Payment Date. The Note Interest Rate shall be computed
on the basis of a 360-day year consisting of twelve 30-day months.

          (e)    Required     Overcollateralization    Level.    The    Required
Overcollateralization  Level  for any  Payment  Date  shall  be as set  forth in
Schedule B hereto.

          (f) Optional Redemption.  The Note Issuer may redeem the Series 2002-1
Notes on any  Payment  Date if,  after  giving  effect to  payments  that  would
otherwise be made on that Payment Date, the outstanding principal balance of the
Series  2002-1  Notes has been  reduced to less than five percent of the initial
principal  balance.  No premium will be payable in connection  with any optional
redemption of the Series 2002-1 Notes.

          SECTION 4. Minimum  Denominations;  Form of Notes.  The Series  2002-1
Notes  shall be  issuable in the Minimum  Denomination  and  integral  multiples
thereof,  except  for  one  note  of  each  class  which  may  be  of a  smaller
denomination. The Series 2002-1 Notes shall be Book-Entry Notes and Section 2.11
of the Indenture shall apply to the Series 2002-1 Notes.

          SECTION 5. Certain Defined Terms.  Article I of the Indenture provides
that the meanings of certain  defined  terms used in the Indenture  shall,  when
applied to the Notes of a particular  Series, be as defined in Appendix A to the
Indenture.  Additionally, Article II of the Indenture provides that with respect
to a particular Series of Notes,  certain terms will have the meanings specified
in the  related  Certificate.  With  respect to the  Series  2002-1  Notes,  the
following definitions shall apply:

          "Minimum Denomination" shall mean $1,000.

          "Note  Interest  Rate" has the  meaning set forth in Section 2 of this
          Certificate.

          "Payment  Date"  has the  meaning  set forth in  Section  3(b) of this
          Certificate.

          "Periodic  Interest" has the meaning set forth in Section 3(d) of this
          Certificate.

          "Series  Issuance  Date" has the meaning set forth in Section  3(a) of
          this Certificate.

          SECTION 6. Delivery and Payment for the Series  2002-1 Notes;  Form of
the Series 2002-1 Notes.  The Indenture  Trustee shall deliver the Series 2002-1
Notes to the Note Issuer when  authenticated  in accordance with Section 2.03 of
the  Indenture.  The Series  2002-1  Notes of each Class shall be in the form of
Exhibits A-1 through A-5 hereto.

          SECTION  7.  Ratification  of  Agreement.   As  supplemented  by  this
Certificate,  the  Indenture is in all respects  ratified and  confirmed and the
Indenture,  as so supplemented by this  Certificate,  shall be read,  taken, and
construed as one and the same instrument.

          SECTION 8.  Counterparts.  This  Certificate  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.

          SECTION 9.  Governing  Law.  This  Certificate  shall be  construed in
accordance  with the laws of the State of New  York,  without  reference  to its
conflict of law  provisions,  other than  Sections  5-1401 and 5-1402 of the New
York General  Obligations Law, and the  obligations,  rights and remedies of the
parties  hereunder  shall be determined in accordance  with such laws;  provided
that the  creation,  attachment  and  perfection  of any liens created under the
Indenture in Transition  Property,  and all rights and remedies of the Indenture
Trustee and the  Holders  with  respect to such  Transition  Property,  shall be
governed by the laws of the State of Texas.

          SECTION 10. Note Issuer Obligation.  No recourse may be taken directly
or indirectly,  with respect to the obligations of the Note Issuer on the Notes,
under the  Indenture  or under  this  Certificate  or any  certificate  or other
writing delivered in connection herewith or therewith, against (i) the Indenture
Trustee or the  Managers in their  respective  individual  capacities,  (ii) any
owner of a membership  interest in the Note Issuer  (including CPL) or (iii) any
shareholder,  partner, owner, beneficiary, agent, officer, director, employee or
agent of the  Indenture  Trustee,  the  Managers  or any  owner of a  membership
interest in the Note Issuer  (including CPL) in its individual  capacity,  or of
any  successor  or  assign  of any of them in  their  respective  individual  or
corporate  capacities,  except as any such Person may have expressly  agreed (it
being understood that none of the Indenture Trustee, the Managers or CPL has any
such obligations in their respective individual or corporate capacities).



          IN WITNESS WHEREOF,  the Note Issuer has caused this Certificate to be
duly executed by a Responsible  Officer thereunto duly authorized as of the date
first above written.

                                 CPL TRANSITION FUNDING LLC,
                                 as Note Issuer,


                                 By: /s/ Wendy G. Hargus
                                 Name:  Wendy G. Hargus
                                 Title: Manager

RECEIVED, this 7th day of February, 2002.

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee


By: /s/ Melissa A. Rosal
Name: Melissa A. Rosal
Title:  Vice President


                     Signature Page to Issuance Certificate

<PAGE>
<TABLE>
                                                                                                   SCHEDULE A
                                       Expected Amortization Schedule

                                       Outstanding Principal Balance

Date                          Class A-1          Class A-2      Class A-3        Class A-4        Class A-5
----                          ---------          ---------      ---------        ---------        ---------
<S>                          <C>                <C>           <C>               <C>              <C>

Series Issuance Date         $128,950,233       $154,506,810   $107,094,258     $214,926,738     $191,856,858
January 15, 2003............   97,133,531        154,506,810    107,094,258      214,926,738      191,856,858
July 15, 2003...............   77,937,455        154,506,810    107,094,258      214,926,738      191,856,858
January 15, 2004............   49,128,416        154,506,810    107,094,258      214,926,738      191,856,858
July 15, 2004...............   29,386,451        154,506,810    107,094,258      214,926,738      191,856,858
January 15, 2005............            0        154,506,810    107,094,258      214,926,738      191,856,858
July 15, 2005...............            0        133,913,828    107,094,258      214,926,738      191,856,858
January 15, 2006............            0        103,272,491    107,094,258      214,926,738      191,856,858
July 15, 2006...............            0         81,649,042    107,094,258      214,926,738      191,856,858
January 15, 2007............            0         49,523,804    107,094,258      214,926,738      191,856,858
July 15, 2007...............            0         28,919,685    107,094,258      214,926,738      191,856,858
January 15, 2008............            0                  0    107,094,258      214,926,738      191,856,858
July 15, 2008...............            0                  0     85,906,616      214,926,738      191,856,858
January 15, 2009............            0                  0     55,016,428      214,926,738      191,856,858
July 15, 2009...............            0                  0     32,279,500      214,926,738      191,856,858
January 15, 2010............            0                  0              0      214,926,738      191,856,858
July 15, 2010...............            0                  0              0      190,631,083      191,856,858
January 15, 2011............            0                  0              0      156,759,473      191,856,858
July 15, 2011...............            0                  0              0      130,670,070      191,856,858
January 15, 2012............            0                  0              0       95,071,985      191,856,858
July 15, 2012...............            0                  0              0       67,236,582      191,856,858
January 15, 2013............            0                  0              0       29,655,892      191,856,858
July 15, 2013...............            0                  0              0                0      191,856,858
January 15, 2014............            0                  0              0                0      152,143,608
July 15, 2014...............            0                  0              0                0      120,262,573
January 15, 2015............            0                  0              0                0       78,412,359
July 15, 2015...............            0                  0              0                0       44,198,278
January 15, 2016............            0                  0              0                0                0
</TABLE>

<PAGE>

                                                                      SCHEDULE B

                         Required Overcollateralization Level Schedule


                                                        Required
                    Payment Date                 Overcollateralization Level
<
                   January 15, 2003                      $284,762
                   July 15, 2003                         $427,144
                   January 15, 2004                      $569,525
                   July 15, 2004                         $711,906
                   January 15, 2005                      $854,287
                   July 15, 2005                         $996,668
                   January 15, 2006                    $1,139,050
                   July 15, 2006                       $1,281,431
                   January 15, 2007                    $1,423,812
                   July 15, 2007                       $1,566,194
                   January 15, 2008                    $1,708,575
                   July 15, 2008                       $1,850,956
                   January 15, 2009                    $1,993,337
                   July 15, 2009                       $2,135,718
                   January 15, 2010                    $2,278,100
                   July 15, 2010                       $2,420,481
                   January 15, 2011                    $2,562,862
                   July 15, 2011                       $2,705,243
                   January 15, 2012                    $2,847,625
                   July 15, 2012                       $2,990,006
                   January 15, 2013                    $3,132,387
                   July 15, 2013                       $3,274,788
                   January 15, 2014                    $3,417,150
                   July 15, 2014                       $3,559,531
                   January 15, 2015                    $3,701,912
                   July 15, 2015                       $3,844,293
                   January 15, 2016                    $3,986,674