-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A/KfCjVCpdbWkUy0ZqTAOzQDN+rUW+mjIhk82gZea93fmTq7wpLcVHEw+ejWrvdu w30djD1gDSZHuAla4j0B4A== 0000065984-01-000072.txt : 20010322 0000065984-01-000072.hdr.sgml : 20010322 ACCESSION NUMBER: 0000065984-01-000072 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY LOUISIANA INC CENTRAL INDEX KEY: 0000060527 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 720245590 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-07580 FILM NUMBER: 1574517 BUSINESS ADDRESS: STREET 1: 4809 JEFFERSON HGWY CITY: JEFFERSON STATE: LA ZIP: 70121 BUSINESS PHONE: 504-840-2734 MAIL ADDRESS: STREET 1: 4809 JEFFERSON HIGHWAY CITY: JEFFERSON STATE: LA ZIP: 70121 POS AMC 1 0001.txt File No. 70-7580 SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 Form U-1 ________________________________________ POST-EFFECTIVE AMENDMENT NO. 9 to APPLICATION under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _______________________________________ Entergy Louisiana, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 (Name of company filing this statement and address of principal executive offices) ________________________________________ Entergy Corporation (Name of top registered holding company parent of each applicant or declarant) ________________________________________ C. John Wilder Executive Vice President and Chief Financial Officer Entergy Louisiana, Inc. 639 Loyola Avenue New Orleans, Louisiana 70113 (Name and address of agent for service) ______________________________________ The Commission is also requested to send copies of any communications in connection with this matter to: Denise C. Redmann, Esq. William T. Baker, Jr., Esq. Entergy Services, Inc. Daniel Guetta, Esq. 639 Loyola Avenue Thelen Reid & Priest LLP New Orleans, Louisiana 70113 40 West 57th Street New York, New York 10019 Item 1. Description of Proposed Transactions. Item 1 of Post-Effective Amendment No. 8 in this File is hereby amended and restated to read as follows: Pursuant to Commission authorization in this file (HCAR Nos. 24810, 25246, 26460 and 27087, February 2, 1989, January 24, 1991, January 24, 1996 and October 15, 1999, respectively) (the "Existing Orders"), Entergy Louisiana, Inc. ("Entergy Louisiana") entered into a Fuel Lease, dated as of January 31, 1989 (the "Lease"), with River Fuel Company #2, Inc. ("River Fuel"). Pursuant to the Lease, River Fuel acquires nuclear fuel and leases such nuclear fuel to Entergy Louisiana for use at its Waterford 3 nuclear generating unit. Under the terms of the Lease, Entergy Louisiana is required to make rental payments in such amounts as are necessary for River Fuel to meet its debt service requirements and other expenses. River Fuel finances the acquisition of nuclear fuel through (a) bank credit facilities which contemplate revolving credit borrowings and/or the issuance of commercial paper supported by irrevocable direct-pay letters of credit; and (b) the issuance and sale of intermediate term secured notes to institutional investors. In compliance with the terms of the Existing Orders, and as specifically authorized in HCAR 27087 (referred to above), River Fuel entered into an Amended and Restated Credit Agreement, dated as of November 19, 1999 (the "1999 Credit Agreement"), with The Bank of New York, as agent, and various other Lenders thereunder. River Fuel is currently in discussions with The Bank of New York concerning the execution of a new credit agreement which will replace (and extend the term of) the 1999 Credit Agreement. Due to changes in the credit markets that have occurred since the execution of the 1999 Credit Agreement, The Bank of New York, together with certain additional proposed lenders, are requiring certain adjustments in the interest rates and fees payable by River Fuel thereunder. Under the terms of the Existing Orders, River Fuel is authorized to pay interest under the 1999 Credit Agreement as follows: (1) in the case of base rate borrowings, a maximum rate of interest equal to the higher of (a) the prime rate in effect on the date of such borrowing, and (b) the sum of 1% per annum and the Federal Funds Rate in effect on the date of such borrowing; and (2) in the case of borrowings based on the London Interbank Offered Rate ("LIBOR"), a maximum rate of interest equal to 2% per annum in excess of LIBOR. In addition, under the terms of the Existing Orders, River Fuel is authorized to pay the following maximum fees under the 1999 Credit Agreement: (1) a maximum letter of credit fee of 1% per annum on the average aggregate face amount of commercial paper outstanding during each quarter that Entergy Louisiana's senior debt is investment grade, and 1-7/8% per annum on the average aggregate face amount of commercial paper outstanding during each quarter that Entergy Louisiana's senior debt is not investment grade; (2) a maximum commitment fee of 1/4 of 1% per annum on the difference between the maximum commitment under the 1999 Credit Agreement and the average daily amount of commercial paper and revolving credit loans outstanding thereunder during each quarter; and (3) a maximum administrative fee of $10,000 per annum. In connection with the execution by River Fuel of a new credit agreement, it is now proposed that loans under River Fuel's new credit agreement (or any successor credit agreement) bear interest at rates not in excess of those rates generally obtainable at the time for loans having the same or reasonably similar maturities, obtained by companies of the same or reasonably comparable credit quality and having reasonably similar terms, conditions and features. In addition, it is also now proposed that River Fuel pay maximum fees under the new credit agreement (or any successor credit agreement) as follows: (1) a maximum letter of credit fee of 5% per annum on the average aggregate face amount of commercial paper outstanding during each quarter, with the specific amount of such fee to be determined based upon Entergy Louisiana's senior debt rating; (2) a maximum commitment fee of 2% per annum on the difference between the maximum commitment under the new credit agreement and the average daily amount of commercial paper and revolving credit loans outstanding thereunder during each quarter; (3) a maximum administrative fee of $50,000 per annum; and (4) maximum one time closing fees of $1,500,000, consisting of up-front fees, arrangement fees, administrative agency fees and such other closing fees as are customary in connection with similar credit agreements. Except as stated above, all of the other terms and conditions of the Existing Orders will remain unchanged. Under the terms of the Lease, River Fuel may not enter into any successor credit agreement without the consent of Entergy Louisiana. Authorization is herein requested for Entergy Louisiana to consent to the execution by River Fuel of a new credit agreement (and any successor credit agreements) incorporating the terms described herein. None of the proceeds to be received by River Fuel from borrowings pursuant to a new credit agreement (or any successor credit agreements) will be used to invest directly or indirectly in an exempt wholesale generator ("EWG") or foreign utility company ("FUCO"), as defined in Sections 32 or 33, respectively, of the Public Utility Holding Company Act of 1935, as amended. The proposed transactions are subject to Rule 54. In determining whether to approve the issue or sale of a security by a registered holding company for purposes other than the acquisition of an EWG or FUCO, or other transactions by such registered holding company or its subsidiaries other than with respect to EWGs or FUCOs, the Commission shall not consider the effect of the capitalization or earnings of any subsidiary which is an EWG or FUCO upon the registered holding company system if Rules 53(a), (b) and (c) are satisfied. In that regard, assuming consummation of the transactions proposed in this Amendment, all of the conditions set forth in Rule 53(a) are and will be satisfied and none of the conditions set forth in Rule 53(b) exists or, as a result thereof, will exist. The Entergy System's "aggregate investment" in EWGs and FUCOs was approximately 770 million, representing approximately 25.2 of the Entergy System's consolidated retained earnings, as of December 31, 2000. Furthermore, the Entergy System has complied with and will continue to comply with the record keeping requirements of Rule 53(a)(2) concerning affiliated EWGs and FUCOs. In addition, as required by Rule 53(a)(3), no more than 2% of the employees of the Entergy System's domestic public utility subsidiary companies render or will render services to affiliated EWGs and FUCOs. Finally, none of the conditions set forth in Rule 53(b), under which the provisions of Rule 53 would not be available, have been met. Item 2. Fees, Commissions and Expenses. The fees, commissions and expenses to be paid or incurred by Entergy Louisiana in connection with the transactions proposed herein are estimated not to exceed $150,000, including legal fees estimated not to exceed $120,000, and fees of Entergy Services, Inc. estimated not to exceed $30,000. Item 3. Applicable Statutory Provisions. Entergy Louisiana believes that its participation in the transactions proposed herein is subject to Sections 9(a) and 10 of the Act and that no other Sections of the Act, including Sections 6 and 7, are applicable. Item 4. Regulatory Approval. No state regulatory body or agency and no Federal commission or agency other than this Commission has jurisdiction over the transactions proposed herein. Item 5. Procedure. Entergy Louisiana hereby requests that the Commission's supplemental order authorizing Entergy Louisiana to consent to the execution by River Fuel of a new credit agreement be entered on or before March 31, 2001. Entergy Louisiana hereby waives a recommended decision by a hearing officer or any other responsible officer of the Commission; agrees that the Staff of the Division of Investment Management may assist in the preparation of the Commission's decision; and requests that there be no waiting period between the issuance of the Commission's supplemental order and the date on which it is to become effective. Item 6. Exhibits and Financial Statements. (a) Exhibits: *B-2 New Credit Agreement. F Opinion of Counsel for Entergy Louisiana (b) Financial Statements: The transactions proposed herein do not contemplate an increase in the amount of financing currently authorized by the Commission. Therefore, no financial statements are filed herewith. *To be filed by Rule 24 Certificate after execution of new Credit Agreement. Item 7. Information as to Environmental Effects. (a) As more fully described in Item 1, the proposed transactions subject to the jurisdiction of the Commission relate only to the financing activities of River Fuel, and do not involve a major Federal action having a significant impact on the human environment. (b) Not applicable. SIGNATURE Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned company has duly caused this Amendment to be signed on its behalf by the undersigned thereunto duly authorized. ENTERGY LOUISIANA , INC. By: /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer Dated: March 21, 2001 _______________________________ Entergy Louisiana is a public utility subsidiary of Entergy Corporation, a registered holding company. River Fuel is a non-associate company which was established for the purpose of financing the acquisition of nuclear fuel to be used at Entergy Louisiana's Waterford 3 nuclear generating unit. EX-5 2 0002.txt EXHIBIT F [Letterhead of Entergy Services, Inc.] March 21, 2001 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sirs: I have reviewed Post-Effective Amendment No. 9 to the Application on Form U-1 (the "Amendment") to be filed by Entergy Louisiana, Inc. ("Entergy Louisiana") relating to its proposed consent to the execution by River Fuel Company #2, Inc. of a new credit agreement (and any successor credit agreements) incorporating the terms described in the Amendment.. I am Counsel for Entergy Louisiana and am of the opinion that: (1) Louisiana is a corporation duly organized and validly existing under the laws of the State of Louisiana. (2) In the event that the proposed transactions are consummated in accordance with the Amendment: (a) insofar as the participation by Entergy Louisiana in said transactions is concerned, all state laws applicable thereto will have been complied with; and (b) the consummation by Entergy Louisiana of the proposed transactions will not violate the legal rights of the holders of any securities issued by Entergy Louisiana or any associate company thereof. I am a member of the Louisiana Bar and do not hold myself out as an expert on the laws of any other state. My consent is hereby given to the filing of this opinion as an exhibit to the Amendment. Very truly yours, /s/ Denise C. Redmann Denise C. Redmann, Esq. -----END PRIVACY-ENHANCED MESSAGE-----