-----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, R4GZGZhpoBtQIMqBxeTXx5XijCQ7PZZOVNW2H5VYnWwLsm8DJ0SeqyddA8X8oNDw ZfxRM4jNLvetx5CWbflj7g== 0000065984-99-000095.txt : 19991018 0000065984-99-000095.hdr.sgml : 19991018 ACCESSION NUMBER: 0000065984-99-000095 CONFORMED SUBMISSION TYPE: POS AMC PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY CORP /DE/ CENTRAL INDEX KEY: 0000065984 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 721229752 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AMC SEC ACT: SEC FILE NUMBER: 070-08903 FILM NUMBER: 99722093 BUSINESS ADDRESS: STREET 1: 639 LOYOLA AVE CITY: NEW ORLEANS STATE: LA ZIP: 70113 BUSINESS PHONE: 5045295262 MAIL ADDRESS: STREET 1: PO BOX 61000 CITY: NEW ORLEANS STATE: LA ZIP: 70161 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY GSU HOLDINGS INC /DE/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: ENTERGY CORP /FL/ DATE OF NAME CHANGE: 19940329 FORMER COMPANY: FORMER CONFORMED NAME: MIDDLE SOUTH UTILITIES INC DATE OF NAME CHANGE: 19890521 POS AMC 1 File No. 70-8903 SECURITIES AND EXCHANGE CONCISION Washington, D. C. 20549 Form U- I ________________________________________ POST-EFFECTIVE AMENDMENT NO. 1 to DECLARATION under THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 _______________________________________ Entergy Corporation 639 Loyola Avenue New Orleans, 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 Corporation 639 Loyola Avenue New Orleans, 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: Laurence M. Hamric, Esq. William T. Baker, Jr., Esq. Ann G. Roy, Esq. Daniel Guetta, Esq. Entergy Services, Inc. Thelen Reid & Priest LLP 639 Loyola Avenue 40 West 57th Street New Orleans, Louisiana 70113 New York, New York 10019 Item 1. Description of Proposed Transactions. By order dated February 26, 1997 in this file (HCAR No. 26674) (the "1997 Order"), the Commission authorized Entergy Corporation ("Entergy") to enter into a credit agreement with one or more banks in order to effect borrowings, from time to time through December 31, 2002, in an aggregate principal amount of up to $500 million at any one time outstanding. In accordance with the 1997 Order, Entergy entered into a Credit Agreement, dated as of September 17, 1998 (the "Credit Agreement"), with certain lenders parties thereto and with Citibank, N.A., as Administrative Agent ("Citibank"). Pursuant to the Credit Agreement, Entergy may effect borrowings from time to time in an aggregate principal amount of up to $250 million. Borrowings under the Credit Agreement may either be (a) "Base Rate" borrowings which bear interest at fluctuating margins above the higher of Citibank's base rate and 1/2 of 1% above the Federal Funds Rate, (b) "Eurodollar Rate" borrowings which bear interest at fluctuating margins above the rate of interest at which deposits in U.S. dollars are offered by certain reference banks in London, England to prime banks in the London interbank market, or (c) "Auction Borrowings" which bear interest at rates determined by an auction bidding procedure described in the Credit Agreement. In the case of Base Rate and Eurodollar Rate borrowings, the applicable margins are determined based upon (a) the senior debt ratings of the principal operating subsidiary of Entergy having the second lowest senior debt ratings (the "Relevant Rating"), and (b) whether the amount of Entergy's borrowings under the Credit Agreement exceed 50% of the maximum commitment thereunder (the "Utilization Percentage"). The original Credit Agreement provided that the outstanding principal balance thereunder as of September 16, 1999 would convert to a one year term loan or alternatively, with the consent of the lenders, the revolving period would be extended for an additional 364 day period. On September 15, 1999, Entergy and the lenders entered into an amendment to the Credit Agreement (the "Amendment") providing for an extension of the revolving period to September 13, 2000. Due to changes in the credit markets that have occurred since the execution of the original Credit Agreement, as a condition to the extension of the revolving period, the lenders required that certain increases be made in the applicable margins under the Credit Agreement. At the present time, and based upon the Relevant Rating currently in effect and Entergy's current Utilization Percentage, the interest charges being incurred by Entergy under the Credit Facility are within the parameters authorized by the 1997 Order. However, if a down grade in the Relevant Rating were to occur and/or if Entergy's Utilization Percentage were to exceed 50%, the revised applicable margins under the Credit Agreement may exceed the margins authorized by the 1997 Order. The Amendment provides, however, that if such circumstances were to occur, and if a supplemental order authorizing such revised margins shall not have been obtained, Entergy will be required to prepay all or, if applicable, a portion of its outstanding borrowings under the Credit Agreement, together with accrued interest thereon at a rate not in excess of the maximum rate then authorized by the 1997 Order. The 1997 Order authorized Entergy to select interest rate options which "would include, but not be limited to, some or all of the following: (1) the prime commercial loan rate of a specified bank (or an average of such rates of some or all of the banks) ("Prime Rate") from time to time in effect; (2) the sum of (a) specified offered rates for certificates of deposit of a specified bank (or an average of such rates of some or all of the banks) for amounts equivalent to such borrowing and for selected interest periods, appropriately adjusted for the cost of reserves and F.D.I.C. insurance and (b) a margin not in excess of 1% per annum ("CD Rate"); (3) the sum of (a) specified rates offered for U.S. dollar deposits by or to a specified bank (or an average of such rates of some or all of the banks) in the interbank Eurodollar market for amounts equivalent to such borrowing and for selected interest periods, appropriately adjusted for the cost of reserves and (b) a margin not in excess of 1% per annum; or (4) a rate negotiated at the time of borrowing with one or more banks, which would not in any event exceed a maximum rate of the Prime Rate plus 2% per annum, appropriately adjusted for the cost of bidding or negotiation ("Auction Advance Rate")." It is now proposed that (a) Base Rate borrowings bear interest at a maximum margin of 1.5% above the higher of a reference bank's base rate and 1/2 of 1% above the Federal Funds Rate, (b) Eurodollar Rate borrowings bear interest at a maximum margin of 2.5% above the rate of interest at which deposits in U.S. dollars are offered by certain reference banks in London, England to prime banks in the London interbank market, and (c) Auction Borrowings bear interest at a maximum margin of 2% above the higher of a reference bank's base rate and 1/2 of 1% above the Federal Funds Rate. Authorization is herein requested for Entergy to incur interest charges under the Credit Agreement, or any successor credit agreement, in accordance with the revised interest rate margins set forth above in order to avoid the possibility of a mandatory prepayment under the Credit Agreement if a down grade in the Relevant Rating were to occur and/or if Entergy's Utilization Percentage were to exceed 50% and the necessity of seeking additional authorization should market conditions change prior to the expiration of the Credit Agreement on September 13, 2000. Item 3. Applicable Statutory Provisions. Entergy believes that the transactions proposed herein are subject to Sections 6(a) and 7 of the Act. Item 5. Procedure. Entergy hereby requests that the Commission's supplemental order authorizing the revised interest rate margins set forth herein be entered on or before November 30, 1999. Entergy 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 Amendment and Restatement of Credit Agreement. H Suggested form of notice of proposed transactions for publication in the Federal Register. (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. 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 CORPORATION By: /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer Dated: October 1, 1999 EX-99 2 Exhibit B EXECUTION COPY AMENDMENT AND RESTATEMENT AMENDMENT AND RESTATEMENT, dated as of September 15, 1999 (this "Amendment and Restatement"), to that certain CREDIT AGREEMENT, dated as of September 17, 1998 (the "Existing Agreement"; and as amended by this Amendment and Restatement, the "Amended and Restated Agreement"), among Entergy Corporation, a Delaware corporation (the "Borrower"), certain lenders party thereto (the "Lenders") and Citibank, N.A., as Administrative Agent (the "Administrative Agent"). PRELIMINARY STATEMENT The Borrower, the Lenders and the Administrative Agent previously entered into the Existing Agreement. The parties hereto now wish to amend the Existing Agreement in its entirety to read as set forth in the Existing Agreement with the amendments set forth below. The parties therefore agree as follows (capitalized terms used but not defined herein having the meanings assigned to such terms in the Existing Agreement): SECTION 1. Amendment to Existing Agreement. The Existing Agreement is, effective as of the date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, hereby amended as follows: (a) The cover page is amended by (i) replacing the name "CITIBANK SECURITIES, INC." with "CITIBANK, N.A.", and (ii) adding the following at the end thereof: THE BANK OF NEW YORK as Syndication Agent (b) The definition of "Applicable Margin" in Section 1.01 is amended in its entirety to read as follows: " `Applicable Margin' means, for any Eurodollar Rate Advance or any Base Rate Advance, (i) on any date the Utilization Percentage equals or is less than 50% (without giving effect to any Auction Reduction), the Eurodollar Margin or Base Rate Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, and (ii) on any date the Utilization Percentage exceeds 50% (without giving effect to any Auction Reduction), the Utilized Eurodollar Margin or Utilized Base Rate Margin interest rate per annum set forth below in the columns identified as Level 1, Level 2, Level 3, Level 4 and Level 5, in each case, determined by reference to the Relevant Rating. Level 1 Level 2 Level3 Level 4 Level 5 S&P A- or better BBB+ BBB BBB- below BBB-* Moody's and and and and or A3 or better Baa1 Baa2 Baa3 below Baa3* Interest Rate Per Annum Eurodollar Margin 0.400% 0.500% 0.550% 0.800% 1.750% Base Rate Margin 0.000% 0.000% 0.000% 0.000% 0.750% Utilized Eurodollar 0.525% 0.625% 0.675% 1.050% 2.000% Margin Utilized Base Rate 0.000% 0.000% 0.000% 0.050% 1.000% Margin *or unrated Any change in the Applicable Margin will be effective as of the date on which S&P or Moody's, as the case may be, announces the applicable change in any Senior Debt Rating." (c) Section 1.01 is amended to include the following definition: "`Necessary Approvals' means any governmental and regulatory authorizations and approvals not obtained by or on behalf of the Borrowers and in full force and effect on the date hereof which governmental and regulatory authorizations and approvals are required to be obtained in order for the Borrower to legally and validly incur and pay interest at each and every rate prescribed herein, regardless of the then Relevant Rating." (d) Section 1.01 is amended to include the following definition: "`Relevant Rating' means Senior Debt Ratings of the Significant Subsidiary (other than SERI) having the second lowest Senior Debt Ratings from Moody's and S&P of all Significant Subsidiaries (other than SERI). (e) The definition of "Revolving Period" in Section 1.01 is amended in its entirety to read as follows: "`Revolving Period' means the period beginning the date hereof and ending on September 13, 2000, or such later date as to which the Lenders may from time to time agree pursuant to Section 2.17." (f) Section 1.01 is amended to include the following definition: "`Utilization Percentage' means, as of any time for the determination thereof, the percentage obtained by dividing the aggregate outstanding Advances by the aggregate Commitments then in effect." (g) Section 2.04(a) is amended by replacing the pricing chart with the following: Level 1 Level 2 Level 3 Level 4 Level 5 S&P A- or better BBB+ BBB BBB- below BBB-* and and and and or Moody's A3 or better Baa1 Baa2 Baa3 below Baa3 Rate Per Annum Facility Fee 0.100% 0.125% 0.150% 0.200% 0.250% *or unrated (h) Section 2.11 is amended by (i) adding the letter "(a)" before the words "The Borrower may, upon notice" and (ii) adding the following at the end thereof: (b) If at any time the Necessary Approvals shall not have been obtained and (i) the Utilization Percentage shall exceed 50% and at such time the Relevant Rating is equal to Baa3 or better but below Baa2 and equal to BBB- or better but below BBB, respectively, then the Borrower shall prepay Contract Advances in an amount sufficient to reduce the Utilization Percentage to 50% or below, together with accrued interest to the date of such prepayment on the principal amount prepaid (provided, however, that the rate of interest on the principal amount prepaid shall not exceed the maximum amount then permitted under applicable regulatory approvals) or (ii) the Relevant Rating is below Baa3 or below BBB-, respectively, or unrated, the Borrower shall prepay all of the outstanding principal amounts of the Contract Advances, together with accrued interest to the date of such prepayment on the principal amount prepaid (provided, however, that the rate of interest on the principal amount prepaid shall not exceed the maximum amount then permitted under applicable regulatory approvals). In the case of any prepayment of a Eurodollar Rate Advance pursuant to this subsection, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(b) on the date of such prepayment. (i) Section 3.02(a) is amended by adding the following at the end thereof: (iii) If the Relevant Rating is equal to Baa3 or better but below Baa2 and equal to BBB- or better but below BBB, respectively, and Necessary Approvals have not been obtained, before and after giving effect to such Contract Borrowing, the Utilization Percentage is 50% or below. (iv) If the Relevant Rating is below Baa3 or below BBB-, respectively, or unrated, the Borrower has received all Necessary Approvals to permit payment of interest at the rate applicable to such Contract Borrowing. (j) Section 3.03(c) is amended by adding the following at the end thereof: (iii) The Borrower has received all Necessary Approvals (if any) to permit payment of interest at the rate or rates applicable to such Auction Advance. (k) Section 5.01(c) is amended by adding the following at the end thereof, "(xiii) Promptly and in any event within two Business Days after receipt thereof by the Borrower, copies of each Necessary Approval." (l) Section 8.07(i) is amended by (i) replacing the words "Majority Lenders" with the words "Administrative Agent" and (ii) deleting the parenthetical, "(provided that, for purposes of this determination by the Majority Lenders, the non-consenting Lender shall not be included in the Lenders holding Contract Advances or having Commitments)". (m) Section 8.07(j) is amended by (i) replacing the words "Majority Lenders" with the words "Administrative Agent", (ii) deleting the parenthetical, "(provided that, for purposes of this determination by the Majority Lenders, the Lender making a demand for payment or subject to a notification or assertion of illegality shall not be included in the Lenders holding Contract Advances or having Commitments)" and (iii) replacing the words, "this subsection (i)" with the words, "this subsection (j)". (n) The Commitment of each Lender shall be the amount set forth opposite such Lender's name on the signature pages hereto, or if such Lender shall enter into any Assignment and Acceptance or any Increased Commitment Supplement after the date hereof, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 8.07(c) of the Credit Agreement, as such Commitment may be reduced pursuant to Section 2.05 or 2.17 of the Credit Agreement. SECTION 2. Conditions of Effectiveness of Amendment and Restatement. This Amendment and Restatement shall become effective as of the date first written above when, and only when, the Administrative Agent shall have received (a) from the Borrower, on behalf of each Lender, the upfront fees payable to each Lender, as described in the Invitation to Offer, dated August 16, 1999, from Citibank, (b) counterparts of this Amendment and Restatement, executed by the Borrower and all the Lenders in sufficient quantity for each party to have a fully executed original, (c) a certificate of the Secretary or an Assistant Secretary of the Borrower certifying that attached thereto are true and correct copies of (i) resolutions of the Board of Directors of the Borrower or other corporate approvals required for the due execution, delivery and performance of this Amendment and Restatement and (ii) all governmental and regulatory authorizations and approvals required for the due execution, delivery and performance of this Amendment and Restatement and (d) opinions of counsel to the Borrower and to the Administrative Agent substantially in the forms of Exhibits A- 1 and A-2, respectively, attached hereto upon which each Lender and the Administrative Agent may rely. SECTION 3. Representations and Warranties of the Borrower. The Borrower represents and warrants that (a) the representations and warranties contained in Section 4.01 of the Amended and Restated Agreement are true and correct on and as of the date first above written as though made on and as of such date, with each reference therein to "this Agreement", "hereunder", "hereof" and words of like impact referring to the Existing Agreement being deemed to mean and include a reference to this Amendment and Restatement, and (b) no event has occurred and is continuing, or would result from the execution and delivery of this Amendment and Restatement, that constitutes a Prepayment Event or an Event of Default or that would constitute a Prepayment Event or an Event of Default but for the requirement that notice be given or time elapse or both. SECTION 4. Reference to and Effect on the Existing Agreement. Upon the effectiveness of Section 1 hereof, on and after the date hereof each reference in the Existing Agreement to "this Agreement", "hereunder", "hereof" and each reference in any Note to "the Agreement", "thereunder" or "thereof" or, in either case, to words of like import referring to the Existing Agreement shall mean and be a reference to the Existing Agreement, as amended hereby. Except as specifically amended above, the Existing Agreement and the Notes are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment and Restatement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under the Existing Agreement or the Notes, nor constitute a waiver of any provision of the Existing Agreement or the Notes. SECTION 5. Costs, Expenses and Taxes. The Borrower agrees to pay on demand all costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and Restatement, and the other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of King & Spalding, counsel for the Administrative Agent with respect thereto and with respect to advising the Administrative Agent as to its rights and responsibilities hereunder and thereunder, and all costs and expenses (including, without limitation, reasonable counsel fees and expenses), if any, in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of this Amendment and Restatement. In addition, the Borrower agrees to pay any and all stamp and other taxes payable or determined to be payable in connection with the execution and delivery of this Amendment and Restatement, and the other instruments and documents to be delivered hereunder, and agree to save the Lenders and the Administrative Agent harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes. SECTION 6. Execution in Counterparts. This Amendment and Restatement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. SECTION 7. Governing Law. This Amendment and Restatement shall be governed by, and construed in accordance with, the internal laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement to be executed by their respective officers thereunto duly authorized, as of the date first above written. ENTERGY CORPORATION By:_______________________________ Name: Title: Commitment CITIBANK, N.A., as Administrative Agent and a Lender $30,000,000 By:_______________________________ Name: Title: Banks Commitment ABN AMRO BANK N.V. $25,000,000 By: Name: Title: By: Name: Title: Commitment THE BANK OF NEW YORK $25,000,000 By: Name: Title: Commitment THE BANK OF NOVA SCOTIA $20,000,000 By: Name: Title: Commitment BANK ONE, NA $20,000,000 By: Name: Title: Commitment BANQUE NATIONALE DE PARIS $15,000,000 By: Name: Title: Commitment THE CHASE MANHATTAN BANK $20,000,000 By: Name: Title: Commitment CREDIT AGRICOLE INDOSUEZ $15,000,000 By: Name: Title: By: Name: Title: Commitment MELLON BANK, N.A. $15,000,000 By: Name: Title: Commitment THE ROYAL BANK OF SCOTLAND PLC $15,000,000 By: Name: Title: Commitment UBS AG, STAMFORD BRANCH $15,000,000 By: Name: Title: By: Name: Title: Commitment UNION BANK OF CALIFORNIA, N.A. $15,000,000 By: Name: Title: Commitment WESTDEUTSCHE LANDESBANK GIROZENTRALE $20,000,000 By: Name: Title: EXHIBIT A-1 FORM OF OPINION OF COUNSEL FOR THE BORROWER [Date] To each of the Lenders parties to the Amended and Restated Agreement referred to below, and to Citibank, N.A., as Administrative Agent Entergy Corporation Ladies and Gentlemen: I have acted as counsel to Entergy Corporation, a Delaware corporation (the "Borrower"), in connection with the preparation, execution and delivery of the Amendment and Restatement, dated as of September 15, 1999 (the "Amendment and Restatement"), to that certain Credit Agreement, dated as of September 17, 1998 (the "Existing Agreement"; and as amended by the Amendment and Restatement, the "Amended and Restated Agreement"), by and among the Borrower, the Lenders parties thereto and Citibank, N.A., as Administrative Agent. This opinion is furnished to you at the request of the Borrower pursuant to Section 2 of the Amendment and Restatement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Amended and Restated Agreement are used herein as therein defined. In such capacity, I have examined: (i) the Existing Agreement; (ii) the Amendment and Restatement; (iii) the Certificate of Incorporation of the Borrower and all amendments thereto (the "Charter"); the by-laws of the Borrower and all amendments thereto (the "ByLaws"); (iv) a certificate of the Secretary of State of the State of Delaware, dated September __, 1999, attesting to the continued corporate existence and good standing of the Borrower in that State; and (v) a copy of the Order, dated February 26, 1997, of the Securities and Exchange Commission (File No. 70-8903) under the Public Utility Holding Company Act of 1935 (the "SEC Order"). I have also examined such other corporate records of the Borrower, certificates of public officials and of officers of the Borrower, and agreements, instruments and other documents, as I have deemed necessary as a basis for the opinions expressed below. In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, and the conformity with the originals of all documents submitted to me as copies. In making my examination of documents and instruments executed or to be executed by persons other than the Borrower, I have assumed that each such other person had the requisite power and authority to enter into and perform fully its obligations thereunder, the due authorization by each such other person for the execution, delivery and performance thereof and the due execution and delivery thereof by or on behalf of such person of each such document and instrument. In the case of any such person that is not a natural person, I have also assumed, insofar as it is relevant to the opinions set forth below, that each such other person is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was created, and is duly qualified and in good standing in each other jurisdiction where the failure to be so qualified could reasonably be expected to have a material effect upon its ability to execute, deliver and/or perform its obligations under any such document or instrument. I have further assumed that each document, instrument, agreement, record and certificate reviewed by me for purposes of rendering the opinions expressed below has not been amended by any oral agreement, conduct or course of dealing between the parties thereto. As to questions of fact material to the opinions expressed herein, I have relied upon certificates and representations of officers of the Borrower (including but not limited to those contained in the Amendment and Restatement and certificates delivered upon the execution and delivery of the Amendment and Restatement) and of appropriate public officials, without independent verification of such matters except as otherwise described herein. Whenever my opinions herein with respect to the existence or absence of facts are stated to be to my knowledge or awareness, it is intended to signify that no information has come to my attention or the attention of other counsel working under my direction in connection with the preparation of this opinion letter that would give me or them actual knowledge of the existence or absence of such facts. However, except to the extent expressly set forth herein, neither I nor they have undertaken any independent investigation to determine the existence or absence of such facts, and no inference as to my or their knowledge of the existence or absence of such facts should be assumed. On the basis of the foregoing, having regard for such legal consideration as I deem relevant, and subject to the other limitations and qualifications contained in this letter, I am of the opinion that: (a) The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business conducted or the property owned, operated or leased by it requires such qualification. (b) The execution, delivery and performance by the Borrower of the Amendment and Restatement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Charter or the Bylaws or (ii) law or (iii) any contractual or legal restriction binding on or affecting the Borrower. The Amendment and Restatement has been duly executed and delivered on behalf of the Borrower. (c) No authorization, approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Borrower of the Credit Agreement and the Notes, except for the SEC Order, which has been obtained, is final and in full force and effect, and is not the subject of any appeal. (d) Except as disclosed in the Borrower's Annual Report on Form 10-K for the fiscal year ended December 31, 1998, and in the Borrower's Quarterly Report on Form 10-Q for the periods ended March 31, 1999 and June 30, 1999, respectively, there is no pending or, to the best of my knowledge, threatened action or proceeding affecting the Borrower or any of its subsidiaries before any court, governmental agency or arbitrator that reasonably could be expected to affect materially and adversely the condition (financial or otherwise), operations, business, properties or prospects of the Borrower or its ability to perform its obligations under the Amended and Restated Agreement or any Note, or that purports to affect the legality, validity, binding effect or enforceability of the Amended and Restated Agreement or any Note. To the best of my knowledge, after inquiry, there has been no change in any matter disclosed in such filings that reasonably could be expected to result in such a material adverse effect. (e) The Borrower is not an "investment company" or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended, or an "investment adviser" within the meaning of the Investment Advisers Act of 1940, as amended. (f) The Amendment and Restatement and the Amended and Restated Agreement constitute the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms. My opinions above are subject to the following qualifications: (i) My opinions are subject, as to enforceability, to (A) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors rights generally and (B) the application of general principles of equity, including but not limited to the right to have specific performance of contract obligations, regardless of whether considered in a proceeding in equity or at law. (ii) My opinion in paragraph (a) above, insofar as it relates to the due incorporation, valid existence and good standing of the Borrower under Delaware law, is given exclusively in reliance upon a certification of the Secretary of State of Delaware, upon which I believe I am justified in relying. A copy of such certification has been provided to you. (iii) My opinion set forth in paragraph (c) above as to the obtaining of necessary governmental and regulatory approvals is based solely upon a review of those laws that, in my experience, are normally applicable to the Borrower in connection with transactions of the type contemplated by the Amendment and Restatement. (iv) My opinion in paragraph (f) above as to the legality, validity, binding nature and enforceability of the Amendment and Restatement and the Amended and Restated Agreement is given in reliance upon a legal opinion of even date herewith of Thelen Reid & Priest, LLP, New York counsel to the Borrower, and is subject to the assumptions, limitations and qualifications contained therein. A copy of the legal opinion of Thelen Reid & Priest, LLP, is being provided to you contemporaneously herewith. Notwithstanding the qualifications set forth above, I have no actual knowledge of any matter within the scope of said qualifications that would cause me to change the opinions set forth in this letter. I am licensed to practice law only in the States of Louisiana and Mississippi and, except as otherwise provided herein, my role as counsel to the Company is limited to matters involving the laws of the State of Louisiana and the federal laws of the United States of America. Except to the extent otherwise expressly set forth herein, and except with respect to matters governed by the General Corporation Law of Delaware, I render no opinion on the laws of any other jurisdiction or any subdivision thereof, and have made no independent investigation into any such laws except as specifically provided herein. My opinions are expressed as of the date hereof, and I do not assume any obligation to update or supplement my opinions to reflect any fact or circumstance that hereafter comes to my attention, or any change in law that hereafter occurs. This opinion letter is being provided exclusively to and for the benefit of the addressees hereof. It is not to be furnished to or relied upon by any other party for any other purpose, without prior express written authorization from us, except that (A) Thelen Reid & Priest may rely hereon in connection with their opinion to you of even date herewith on behalf of the Borrower as to matters of New York law, (B) King & Spalding hereby is authorized to rely on this letter in the rendering of their opinion to the Lenders dated as of the date hereof; and any addressee of this letter may deliver a copy hereof to any person that becomes a Lender under the Amended and Restated Agreement after the date hereof, and such person may rely on this opinion as if it had been addressed and delivered to it on the date hereof as an original Bank that was a party to the Amended and Restated Agreement. Very truly yours, Ann G. Roy EXHIBIT A-2 OPINION OF SPECIAL NEW YORK COUNSEL TO THE AGENT [Date] To each of the Lenders parties to the Amended and Restated Agreement referred to below, and to Citibank, N.A., as Administrative Agent Re: Entergy Corporation Ladies and Gentlemen: We have acted as special New York counsel to Citibank, N.A., individually and as Administrative Agent, in connection with the preparation, execution and delivery of the Amendment and Restatement, dated as of September 15, 1999 (the "Amendment and Restatement"), to that certain Credit Agreement, dated as of September 17, 1998 (the "Existing Agreement"; and as amended by the Amendment and Restatement, the "Amended and Restated Agreement"), by and among Entergy Corporation (the "Borrower"), the Lenders parties thereto and Citibank, N.A., as Administrative Agent. This opinion is furnished to you pursuant to Section 2 of the Amendment and Restatement. Unless otherwise defined herein or unless the context otherwise requires, terms defined in the Amended and Restated Agreement are used herein as therein defined. In this connection, we have examined the following documents: 1. the Existing Agreement; 2. a counterpart of the Amendment and Restatement, executed by the parties thereto; 3. the other documents furnished to the Administrative Agent pursuant to Section 2 of the Amendment and Restatement, including (without limitation) the opinion (the "Opinion") of Ann G. Roy, counsel to the Borrower. In our examination of the documents referred to above, we have assumed the authenticity of all such documents submitted to us as originals, the genuineness of all signatures, the due authority of the parties executing such documents and the conformity to the originals of all such documents submitted to us as copies. We have also assumed that you have independently evaluated, and are satisfied with, the creditworthiness of the Borrower and the business terms reflected in the Amended and Restated Agreement. We have relied, as to factual matters, on the documents we have examined. To the extent that our opinion expressed below involves conclusions as to matters governed by law other than the law of the State of New York, we have relied upon the Opinion and have assumed without independent investigation the correctness of the matters set forth therein, our opinion expressed below being subject to the assumptions, qualifications and limitations set forth in the Opinion. Based upon and subject to the foregoing, and subject to the qualifications set forth below, we are of the opinion that the Amendment and Restatement and the Amended and Restated Agreement are the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms. Our opinion is subject to the following qualifications: (a) The enforceability of the Borrower's obligations under the Amendment and Restatement and the Amended and Restated Agreement is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar law affecting creditors' rights generally. (b) The enforceability of the Borrower's obligations under the Amendment and Restatement and the Amended and Restated Agreement is subject to the effect of general principles of equity, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing (regardless of whether considered in a proceeding in equity or at law). Such principles of equity are of general application, and, in applying such principles, a court, among other things, might not allow a contracting party to exercise remedies in respect of a default deemed immaterial, or might decline to order an obligor to perform covenants. (c) We note further that, in addition to the application of equitable principles described above, courts have imposed an obligation on contracting parties to act reasonably and in good faith in the exercise of their contractual rights and remedies, and may also apply public policy considerations in limiting the right of parties seeking to obtain indemnification under circumstances where the conduct of such parties is determined to have constituted negligence. (d) We express no opinion herein as to (A) Section 8.05 of the Amended and Restated Agreement, (B) the enforceability of provisions purporting to grant to a party conclusive rights of determination, (C) the availability of specific performance or other equitable remedies, (D) the enforceability of rights to indemnity under federal or state securities laws or (E) the enforceability of waivers by parties of their respective rights and remedies under law. (e) Our opinions expressed above are limited to the law of the State of New York, and we do not express any opinion herein concerning any other law. The foregoing opinion is solely for your benefit and may not be relied upon by any other person or entity, other than any Person that may become a Lender under the Amended and Restated Agreement after the date hereof. Very truly yours, MEO:PKS:jmc EX-99 3 Exhibit H-2 SUGGESTED FORM OF NOTICE OF PROPOSED TRANSACTIONS Entergy Corporation (70-8903) Entergy Corporation ("Entergy"), 639 Loyola Avenue, New Orleans 70113, a registered holding company, has filed a post- effective amendment to its Declaration under Sections 6(a) and 7 of the Public Utility Holding Company Act of 1935 ("Act") . By order dated February 26, 1997 in File No. 70-8903 (HCAR No. 26674) (the "1997 Order"), the Commission authorized Entergy Corporation ("Entergy") to enter into a credit agreement with one or more banks in order to effect borrowings, from time to time through December 31, 2002, in an aggregate principal amount of up to $500 million at any one time outstanding. In accordance with the 1997 Order, Entergy entered into a Credit Agreement, dated as of September 17, 1998 (the "Credit Agreement"), with certain lenders parties thereto and with Citibank, N.A., as Administrative Agent ("Citibank"). Pursuant to the Credit Agreement, Entergy may effect borrowings from time to time in an aggregate principal amount of up to $250 million. Borrowings under the Credit Agreement may either be (a) "Base Rate" borrowings which bear interest at fluctuating margins above the higher of Citibank's base rate and 1/2 of 1% above the Federal Funds Rate, (b) "Eurodollar Rate" borrowings which bear interest at fluctuating margins above the rate of interest at which deposits in U.S. dollars are offered by certain reference banks in London, England to prime banks in the London interbank market, or (c) "Auction Borrowings" which bear interest at rates determined by an auction bidding procedure described in the Credit Agreement. In the case of Base Rate and Eurodollar Rate borrowings, the applicable margins are determined based upon (a) the senior debt ratings of the principal operating subsidiary of Entergy having the second lowest senior debt ratings (the "Relevant Rating"), and (b) whether the amount of Entergy's borrowings under the Credit Agreement exceed 50% of the maximum commitment thereunder (the "Utilization Percentage"). The original Credit Agreement provided that the outstanding principal balance thereunder as of September 16, 1999 would convert to a one year term loan or alternatively, with the consent of the lenders, the revolving period would be extended for an additional 364 day period. On September 15, 1999, Entergy and the lenders entered into an amendment to the Credit Agreement (the "Amendment") providing for an extension of the revolving period to September 13, 2000. Due to changes in the credit markets that have occurred since the execution of the original Credit Agreement, as a condition to the extension of the revolving period, the lenders required that certain increases be made in the applicable margins under the Credit Agreement. At the present time, and based upon the Relevant Rating currently in effect and Entergy's current Utilization Percentage, the interest charges being incurred by Entergy under the Credit Facility are within the parameters authorized by the 1997 Order. However, if a down grade in the Relevant Rating were to occur and/or if Entergy's Utilization Percentage were to exceed 50%, the revised applicable margins under the Credit Agreement may exceed the margins authorized by the 1997 Order. The Amendment provides, however, that if such circumstances were to occur, and if a supplemental order authorizing such revised margins shall not have been obtained, Entergy will be required to prepay all or, if applicable, a portion of its outstanding borrowings under the Credit Agreement, together with accrued interest thereon at a rate not in excess of the maximum rate then authorized by the 1997 Order. The 1997 Order authorized Entergy to select interest rate options which "would include, but not be limited to, some or all of the following: (1) the prime commercial loan rate of a specified bank (or an average of such rates of some or all of the banks) ("Prime Rate") from time to time in effect; (2) the sum of (a) specified offered rates for certificates of deposit of a specified bank (or an average of such rates of some or all of the banks) for amounts equivalent to such borrowing and for selected interest periods, appropriately adjusted for the cost of reserves and F.D.I.C. insurance and (b) a margin not in excess of 1% per annum ("CD Rate"); (3) the sum of (a) specified rates offered for U.S. dollar deposits by or to a specified bank (or an average of such rates of some or all of the banks) in the interbank Eurodollar market for amounts equivalent to such borrowing and for selected interest periods, appropriately adjusted for the cost of reserves and (b) a margin not in excess of 1% per annum; or (4) a rate negotiated at the time of borrowing with one or more banks, which would not in any event exceed a maximum rate of the Prime Rate plus 2% per annum, appropriately adjusted for the cost of bidding or negotiation ("Auction Advance Rate")." It is now proposed that (a) Base Rate borrowings bear interest at a maximum margin of 1.5% above the higher of a reference bank's base rate and 1/2 of 1% above the Federal Funds Rate, (b) Eurodollar Rate borrowings bear interest at a maximum margin of 2.5% above the rate of interest at which deposits in U.S. dollars are offered by certain reference banks in London, England to prime banks in the London interbank market, and (c) Auction Borrowings bear interest at a maximum margin of 2% above the higher of a reference bank's base rate and 1/2 of 1% above the Federal Funds Rate. Authorization is herein requested for Entergy to incur interest charges under the Credit Agreement, or any successor credit agreement, in accordance with the revised interest rate margins set forth above in order to avoid the possibility of a mandatory prepayment under the Credit Agreement if a down grade in the Relevant Rating were to occur and/or if Entergy's Utilization Percentage were to exceed 50% and the necessity of seeking additional authorization should market conditions change prior to the expiration of the Credit Agreement on September 13, 2000. The Post-Effective Amendment to the Declaration and any further amendments thereto are available for public inspection through the Commission's Office of Public Reference. Interested persons wishing to comment or request a hearing should submit their views in writing by _____________, 1999, to the Secretary, Securities and Exchange Commission, Washington, D.C. 20549, and serve a copy on the declarant at the address specified above. Proof of service (by affidavit or, in case of an attorney at law, by certificate) should be filed with the request. Any request for a hearing shall identify specifically the issues of fact or law that are disputed. A person who so requests will be notified of any hearing, if ordered, and will receive a copy of any notice or order issued in this matter. After said date, the Declaration, as so amended, may be granted and/or permitted to become effective. For the Commission, by the Division of Investment Management, pursuant to delegated authority. -----END PRIVACY-ENHANCED MESSAGE-----