Attached files
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10-K - FORM 10-K - CenterPoint Energy Transition Bond CO II, LLC | h80984e10vk.htm |
EX-31.1 - EX-31.1 - CenterPoint Energy Transition Bond CO II, LLC | h80984exv31w1.htm |
EX-31.2 - EX-31.2 - CenterPoint Energy Transition Bond CO II, LLC | h80984exv31w2.htm |
Exhibit 99.4
INDEPENDENT ACCOUNTANTS REPORT
The Member of
CenterPoint Energy Houston Electric, LLC
CenterPoint Energy Houston Electric, LLC
We have examined managements assertion that CenterPoint Energy Houston Electric, LLC (the
Company) has complied, in all material respects, as of and for the year ended December 31, 2010,
with the established minimum servicing standards applicable to CenterPoint Energy Transition Bond
Company II, LLC for the Transition Property Servicing Agreement dated December 16, 2005 described
in the accompanying Managements Assertion of Compliance with Servicing Standards dated March 25,
2011, including Appendix I thereto. Management is responsible for the Companys compliance with
those minimum servicing standards. Our responsibility is to express an opinion on managements
assertion about the Companys compliance based on our examination.
Our examination was conducted in accordance with attestation standards established by the American
Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight
Board (United States) and, accordingly, included examining, on a test basis, evidence about the
Companys compliance with its minimum servicing standards and performing such other procedures as
we considered necessary in the circumstances. We believe that our examination provides a
reasonable basis for our opinion. Further, an examination is not designed to detect noncompliance
arising from errors that may have occurred prior to the period specified above that may have
affected the balances or amounts calculated or reported by the Company during the period covered by
this report. Our examination does not provide a legal determination on the Companys compliance
with its minimum servicing standards.
In our opinion, managements assertion that the Company complied, in all material respects, with
the aforementioned minimum servicing standards as of and for the year ended December 31, 2010, is
fairly stated based on the criteria set forth in the aforementioned Appendix I.
/s/ DELOITTE & TOUCHE LLP
Houston, Texas
March 25, 2011
March 25, 2011
MANAGEMENTS ASSERTION OF COMPLIANCE WITH SERVICING STANDARDS
As of and for the year ended December 31, 2010, CenterPoint Energy Houston Electric, LLC (the
Company) has complied, in all material respects, with the Companys established minimum servicing
standards for the Transition Property Servicing Agreement dated as of December 16, 2005 by and
between CenterPoint Energy Transition Bond Company II, LLC, as Issuer, and the Company, as
Servicer, as set forth in Appendix I attached hereto.
Dated: March 25, 2011
/s/ Marc Kilbride
Marc Kilbride
Vice President and Treasurer
CenterPoint Energy Houston Electric, LLC
Marc Kilbride
Vice President and Treasurer
CenterPoint Energy Houston Electric, LLC
APPENDIX I
CENTERPOINT ENERGY HOUSTON ELECTRIC, LLCS MINIMUM SERVICING STANDARDS
I. GENERAL SERVICING AND ADMINISTRATION
1. Policies and procedures are instituted to monitor whether or not a Servicer Default has occurred
under the Transition Property Servicing Agreement dated as of December 16, 2005, by and between
CenterPoint Energy Transition Bond Company II, LLC, as Issuer (the Issuer), and CenterPoint
Energy Houston Electric, LLC, as Servicer (the Servicing Agreement).
II. MAINTENANCE OF COLLATERAL OR SECURITY
1. Collateral or security on the Senior Secured Transition Bonds, Series A of the Issuer (the
Transition Bonds) is maintained as required by the Servicing Agreement. (Servicing Agreement §
3.04(f))
2. Deposit amounts are analyzed, in accordance with the Public Utility Commission of Texas (PUCT)
rules no more frequently than quarterly, upon the request of either the retail electric provider
(REP) or the Servicer, to ensure that any deposits for REPs required under the Financing Order of
the PUCT under Docket No. 30485 (the Financing Order) accurately reflect two months maximum
collections. (Annex 1 to the Servicing Agreement § 8(a)(ii))
3. Deposits held in trust for an REP are returned to the REP within ten (10) calendar days of a
reduction in activity qualifying for a deposit reduction as set forth in the Servicing Agreement.
(Annex 1 to the Servicing Agreement § 8(a)(ii)) The Servicers procedure is to notify the REP when
it holds funds in excess of current required deposit amounts and act in accordance with the REPs
instructions as to return of the funds.
III. TRUE-UP OF TRANSITION CHARGES
1. A true-up of transition charges is prepared and filed annually (as provided in the definition of
Calculation Date) with the PUCT. (Annex 1 to the Servicing Agreement § 7)
IV. BILLING, COLLECTION AND REMITTANCE OF TRANSITION CHARGES
1. The Servicer calculates and bills the transition charges to the REPs. (Servicing Agreement §
3.01(a)(i))
2. Payments of transition charges made by the REPs are remitted to the Trustee (as defined in the
Servicing Agreement) on or before the second business day after receipt. (Servicing Agreement §
5.11)
3. Accrued Interest (as defined in the Servicing Agreement) is paid by the Servicer from the date
or dates transition charges were received to the date such transition charges were remitted to the
Trustee. (Servicing Agreement § 3.03(a))
4. Pursuant to the Servicing Agreement, the Servicer charges a five percent (5%) penalty on all
transition charges billed to an REP but not paid by the close of business on the 35th day following
each billing by the Servicer to the REP. (Servicing Agreement § 3.02(c))
5. An REP is considered to be in default after 45 calendar days, after which time the Servicer will
direct the application of the security deposit to the transition charges the REP has failed to
remit and avail itself of such legal remedies as may be appropriate to collect any remaining unpaid
transition charges and associated penalties. (Annex 1 to the Servicing Agreement § 9(b))
6. For each REP, a reconciliation of the amount held back for uncollectible transition charges and
the amount actually written off as uncollectible during the time period is performed annually and
the resulting balance is either remitted to or collected from the REP. (Annex 1 to the Servicing
Agreement § 4(b))
V. INVESTOR AND TRUSTEE REPORTING
1. Semiannual Servicers Certificates are prepared in the timeframe set forth in and delivered to
the parties required under the Servicing Agreement. (Servicing Agreement § 3.05 and Annex 1 to the
Servicing Agreement § 6)
2. Semiannual Servicers Certificates provide the information specified by and calculated in
accordance with the terms of the Servicing Agreement. (Annex 1 to the Servicing Agreement § 6)
3. Servicers Annual Statement as to Compliance is prepared in the timeframe set forth in and
delivered to the parties required under the Servicing Agreement. (Servicing Agreement § 3.06)
4. The Servicer causes a registered public accounting firm to prepare, and the Servicer delivers
the Annual Accountants Report in the timeframe set forth in and delivered to the parties required
under the Servicing Agreement. (Servicing Agreement § 3.07)
5. Servicers Calculation Date Statement is prepared in the timeframe set forth in and delivered to
the parties required under the Servicing Agreement. (Annex 1 to the Servicing Agreement § 3)
6. Servicers Calculation Date Statement provides the information specified in Annex 1 to the
Servicing Agreement. (Annex 1 to the Servicing Agreement § 3)
VI. OPINIONS OF COUNSEL
1. The Servicer causes counsel to prepare, and the Servicer delivers an opinion of counsel to the
parties required under the Servicing Agreement promptly after the execution and delivery of each
amendment to the Servicing Agreement. (Servicing Agreement § 3.11(a))
2. The Servicer causes counsel to prepare, and the Servicer delivers an opinion of counsel to the
parties required under the Servicing Agreement within ninety (90) days after the beginning of each
calendar year per the Servicing Agreement. (Servicing Agreement § 3.11(b))
VII. MAINTENANCE OF RECORDS
1. The Servicer conducts, or causes to be conducted, periodic audits of the Transition Property
Documentation (as defined in the Servicing Agreement) held by it under the Servicing Agreement and
of the related accounts, records and computer systems and provides the audit report to the Issuer
and the Trustee. (Servicing Agreement § 3.09(a))