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