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: July 31, 2008 through January 29, 2009

Payment Date: February 2, 2009

Today’s Date: January 29, 2009



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




	 	 	 	 	 
	i.
Remittances for the July 31, 2008 Collection Period
	 	 	967,548.04	 
	ii.
Remittances for the August 1 through 31, 2008 Collection Period
	 	 	17,690,367.35	 
	iii.
Remittances for the September 1 through 30, 2008 Collection Period
	 	 	17,780,537.74	 
	iv.
Remittances for the October 1 through 31, 2008 Collection Period
	 	 	17,868,132.19	 
	v.
Remittances for the November 1 through 30, 2008 Collection Period
	 	 	8,863,144.56	 
	vi.
Remittances for the December 1 through 31, 2008 Collection Period
	 	 	18,187,762.77	 
	vii.
Remittances for the January 1 through 29, 2009 Collection Period
	 	 	11,989,011.51	 
	viii. Net Earnings on Collection Account
	 	 	 	[through 12/31/08]
	General Subaccount
	 	 	488,075.34	 
	Capital Subaccount
	 	 	246,345.56	 
	Excess Funds Subaccount
	 	 	121.504.73	 
	 
	 	 	 	 
	ix. General Subaccount Balance (sum of i through viii above)
	 	 	94,202,429.79	 
	 
	 	 	 	 
	 
	 	 	 	 
	x. Excess Funds Subaccount Balance as of Prior Payment Date
	 	 	11,185,726.45	 
	xi. Capital Subaccount Balance as of Prior Payment Date (1)
	 	 	9,255,000.00	 
	 
	 	 	 	 
	xii. Collection Account Balance (sum of ix through xi above)
	 	 	114,643,156,24	 
	 
	 	 	 	 








 




			
	(1)	 	Net of unreleased earnings moved into General Subaccount




2. Outstanding Amounts as of Prior Payment Date:




	 	 	 	 	 
	i. Tranche A-l Principal Balance
	 	 	50,875,178.00	 
	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
	 	 	1,651,875,178.00	 
	 
	 	 	 	 




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




	 	 	 	 	 	 	 	 	 
	 	 	Projected	 	 
	 	 	Principal	 	Semiannual
	     Series A Principal	 	Balance	 	Principal Due
	i. Tranche A-l
	 	 	0.00	 	 	 	50,875,178.00	 
	ii. Tranche A-2
	 	 	360,066,563.00	 	 	 	7,933,437.00	 
	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
	 	 	1,593,066,563.00	 	 	 	58,808,615.00	 
	 
	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Transition	 	Days in	 	 
	 	 	Bond	 	Interest	 	 
	 	 	Interest Rate	 	Period (1)	 	Interest Due
	vii. Required Tranche A-l Interest
	 	 	4.840	%	 	 	180	 	 	 	1,231,179.31	 
	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

	 	 	 	 
	
ii. Servicing Fee
	 	 	462,750.00	 (1)
	iii. Administration Fee and Independent Managers Fee
	 	 	52,500.00	 (2)
	iv. Operating Expenses
	 	 	62,716.99	 (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-l Interest Payment
	 	 	1,231,179.31	 	 	 	4.92	 
	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 (A) Event of Default or (B) on Final
Maturity Date




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Per 1,000
	 	 	 	 	 	 	of Original
	     Series A	 	Aggregate	 	Principal Amount
	1. Tranche A-l 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-l Principal Payment
	 	 	50,875,178.00	 	 	 	203.50	 
	2. Tranche A-2 Principal Payment
	 	 	7,933,437.00	 	 	 	21.56	 
	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
	 	 	246,345.56	 	 	 	 	 
	x. Net Earnings in Capital Subaccount Released to Issuer
	 	 	0.00	 	 	 	 	 
	xi. Deposit to Excess Funds Subaccount
	 	 	0.00	 	 	 	 	 
	xii. Released to Issuer upon Series Retirement: Collection Account
	 	 	0.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	xiii. Aggregate Remittances as of Current Payment Date
	 	 	102,086,076.86	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 








 




			
	(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
($2,523.10), independent
public accountant ($32,576.40), rating agencies
($17,500.00) and L/C issuing bank ($10,117.49)




 









 









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.)
	 	 	7,883,647.07	 
	ii. Capital Subaccount (available for 4.i. through 4.viii.)
	 	 	0.00	 
	 
	 	 	 	 
	iii. Total Withdrawals
	 	 	7,883,647.07	 
	 
	 	 	 	 





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-l Principal Balance
	 	 	0.00	 
	ii. Tranche A-2 Principal Balance
	 	 	360,066,563.00	 
	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
	 	 	1,593,066,563.00	 
	 
	 	 	 	 
	 
	 	 	 	 
	vii. Excess Funds Subaccount Balance
	 	 	3,302,079.38	 
	viii. Capital Subaccount Balance
	 	 	9,501,345.56	 
	 
	 	 	 	 
	ix. Aggregate Collection Account Balance
	 	 	12,803,424.94	 
	 
	 	 	 	 





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-l 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-l 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 29th
day of January, 2009.



	 	 	 	 	 
	CENTERPOINT ENERGY HOUSTON ELECTRIC, LLC, as Servicer
	 
	 	 	 	 
	by:

	 	/s/ Linda Geiger
 

Linda Geiger
	 	 
	 

	 	Assistant Treasurer