File No. 69-479
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from
the Provisions of the Public Utility Holding Company Act of 1935
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of
the Public Utility Holding Company Act of 1935, and submits the following information:
1. |
Name, state of organization, location and nature of business of claimant and every subsidiary thereof, other than any exempt wholesale generator (EWG) or foreign utility company in which claimant directly or indirectly holds an interest.
|
|
A. |
Cleco
Power LLC (Cleco Power), the successor to Cleco Utility Group Inc., is a
limited liability company organized under the laws of the State of Louisiana. It
is an operating electric public utility engaged in the generation, purchase,
transmission, distribution and sale of electric energy in portions of north,
central, south central and southeast Louisiana. Cleco Power supplies retail electric
service and electric power for resale to approximately 264,000 customers, and
is engaged in energy management services. |
1
B. |
Cleco
Midstream Resources LLC (Cleco Midstream), a wholly owned subsidiary of
Cleco, is organized under the laws of the State of Louisiana
and serves as an intermediary holding company, with its subsidiaries engaged
in energy procurement, wholesale generation project development, exempt
wholesale generation, natural gas pipeline operations, generation facilities
operations and maintenance, and energy management services. |
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1. |
Acadia Power Holdings LLC (Acadia Holdings), a wholly
owned subsidiary of Cleco Midstream, is organized under the laws of the State
of Louisiana and serves as an intermediary holding company, that owns a 50%
interest in Acadia Power Partners LLC (Acadia Partners) which is an
EWG. See Item 4 (a) (2) below for additional information on Acadia
Partners. |
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a. |
Acadia
Partners Pipeline LLC (Acadia Pipeline), a wholly owned subsidiary of Acadia
Partners, is organized under the laws of the State of Louisiana
and owns an interstate natural gas pipeline connecting Acadia Partners'
natural gas-fired power plant to the intrastate natural gas transmission
grid. This pipeline became operational in the summer of 2002 when
construction of Acadia Partners' power plant was completed. |
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2. |
Cleco
Business Development LLC, a wholly owned subsidiary of Cleco Midstream, is
organized under the laws of the State of Louisiana and is an inactive subsidiary. |
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3. |
Cleco
Columbian LLC, a wholly owned subsidiary of Cleco Midstream, is organized
under the laws of the State of Louisiana and is an inactive subsidiary. |
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4. |
Cleco
Energy LLC (Cleco Energy), a wholly owned subsidiary of Cleco Midstream, is
organized under the laws of the State of Texas and is located at 1155 Dairy Ashford, Suite 700, Houston, Texas 77079. Cleco Energy engages primarily in the
wholesale marketing of natural gas, as well as natural gas |
||||
Each
of Cleco Energy's subsidiaries is located at 1155 Dairy Ashford, Suite 700, Houston, Texas 77079 unless otherwise noted in the description that
follows: |
2
a. |
DeSoto
Pipeline Company, Inc., a wholly owned subsidiary of Cleco Energy, is
incorporated under the laws of the State of Louisiana and engages in the
ownership and operation of intrastate natural gas transmission pipelines. |
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b. |
Four
Square Production, LLC, a wholly owned subsidiary of Cleco Energy, is
organized under the laws of the State of Texas and engages in the ownership and operation of oil
and natural gas producing wells. |
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c. |
Hudson,
SVD LLC (Hudson SVD), owned 50% by Cleco Energy is organized under the
laws of the State of Texas and owns a natural gas gathering
system. Hudson SVD and its subsidiary, Providence Partners,
LLC, are located at 2810 West Frank, Lufkin, Texas 75904. |
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(i) |
Providence
Partners, LLC, owned 93% by Hudson SVD is organized under the laws of the
State of Texas and engages in the development and operation of a
natural gas gathering system and natural gas processing plant. |
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5. |
Cleco
Generation Services LLC (Cleco Generation), a wholly owned subsidiary of
Cleco Midstream, is organized under the laws of the State of Louisiana
and is a services company that provides electric power plant operations and
maintenance expertise to Cleco Evangeline and Perryville Partners' power
plants. See Items 4 (a) (1) and 4 (a) (3) below for additional
information on Cleco Evangeline and Perryville Partners, respectively. |
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6. |
Cleco
Marketing & Trading LLC (Cleco Marketing), a wholly owned subsidiary of
Cleco Midstream, is organized under the laws of the State of Louisiana
and provided energy management services prior to May 2003. Cleco Marketing
does not own or operate facilities for the generation, transmission, or
distribution of electric or natural gas energy for sale. |
3
7. |
Perryville Energy Holdings LLC (Perryville Holdings), a wholly owned subsidiary of Cleco Midstream, is organized under the laws of the State of Louisiana and serves as an intermediary holding company. Its subsidiary, Perryville Energy Partners, L.L.C. (Perryville Partners) is an EWG. On January 28, 2004, Perryville Holdings and Perryville Partners filed voluntary petitions in the U.S. Bankruptcy Court for the Western District of Louisiana in Alexandria (Bankruptcy Court) for protection under chapter 11 of the U.S. Bankruptcy Code. See Item 4 (a) (3) below for additional information on Perryville Partners. |
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8. |
CLE
Intrastate Pipeline Company LLC (CLE Pipeline), a wholly owned subsidiary of
Cleco Midstream, is incorporated under the laws of the State of Louisiana. CLE
Pipeline operates an intrastate natural gas transmission pipeline connecting Cleco
Evangeline LLC's (Cleco Evangeline) natural gas-fired power plant to the
interstate natural gas transmission grid. See Item 4 (a) (1) below
for additional information on Cleco Evangeline. |
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C. |
Cleco
Support Group LLC, a wholly owned subsidiary of Cleco, is organized under the
laws of the State of Louisiana and provides joint and common administrative
support services to Cleco and its affiliates in the areas of information
technology; finance, cash management, accounting and auditing; human
resources; corporate communications; project consulting; risk management;
strategic and corporate development; legal, ethics and compliance; and other
administrative services. It also provides electric power plant operations,
maintenance, and engineering expertise to Cleco Power, Cleco Evangeline,
Perryville Partners, and Acadia Partners' power plants and potentially to
other generation owners, such as utilities, EWGs, rural electric
cooperatives, municipal electric systems, and manufacturing industries with
plant site generation. |
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D. |
CLE
Resources, Inc. (CLE Resources), a wholly owned subsidiary of Cleco, is
incorporated under the laws of the State of Delaware and is located at 1105 N. Market Street, Suite 1300, Wilmington, Delaware 19801. The sole function of CLE Resources is
to provide financing for certain Cleco subsidiaries. |
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E. |
Cleco
Innovations LLC (Cleco Innovations), a wholly owned subsidiary of Cleco, is
organized under the laws of the State of Louisiana and serves as an intermediary holding company. |
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1. |
Cleco
ConnexUs LLC, a wholly owned subsidiary of Cleco Innovations, is organized
under the laws of the State of Louisiana and is currently inactive. |
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2. |
Diversified
Lands LLC, a wholly owned subsidiary of Cleco Innovations, is organized under
the laws of the State of Louisiana and its sole function is to manage and develop real
estate property. |
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3. |
UTS,
LLC, a wholly owned subsidiary of Cleco Innovations, is organized under the
laws of the State of Louisiana and is currently inactive. |
4
2. |
A brief description of the properties of claimant and each of its subsidiary public utility companies used for the generation, transmission, and distribution of electric energy for sale, or for the production, transmission and distribution of natural or manufactured gas, indicating the location of principal generating plants, transmission lines, producing fields, gas manufacturing plants, and electric and gas distribution facilities, including all such properties which are outside the State in which claimant and its subsidiaries are organized and all transmission or pipelines which deliver or receive electric energy or gas at the borders of such State.
|
|
A. |
Cleco
does not own any property used for the generation, transmission, or
distribution of electric energy for sale, or for the production, transmission
or distribution of natural gas or manufactured gas. |
|
B. |
As of December 31, 2003, Cleco Power owned electric generating facilities with an aggregate net capacity of approximately 1,359 megawatts (MW). Cleco Power's ownership interests in generation facilities, which it uses to serve its retail customers and to make wholesale sales of electric energy, are as follows:
|
Generating |
Location |
% Ownership |
MW Owned |
Dolet Hills |
Mansfield, LA |
50 |
325 |
Franklin |
Franklin, LA |
100 |
7 |
Rodemacher #1 |
Lena, LA |
100 |
440 |
Rodemacher #2 |
Lena, LA |
30 |
157 |
Teche |
Baldwin, LA |
100 |
430 |
As
of December 31, 2003, Cleco Power also owned an electric transmission system
(69 Kilovolts (kV) and above) of approximately 1,209 circuit miles, including
17 miles of 69 kV lines; 663 miles of 138 kV lines; 462 miles of 230 kV
lines; and 67 miles of 500 kV lines, and an electric distribution system of
approximately 11,132 circuit miles, including 644 circuit miles of
underground distribution. Electric substation capacity associated
with the above-described electric system consisted of 224 distribution
substations with a total installed transformer capacity of 1,844 Megavolts -
ampere (MVa) and 69 transmission substations with a total installed
transformer capacity of 9,068 MVa. The electric generating
stations and substations, transmission and distribution systems, general
office building, central warehouse, regional customer service
offices/centers, and call center are all located in Louisiana. |
||
As
of December 31, 2003, Cleco Power did not own any properties for the
production, transmission or distribution of natural gas or manufactured gas. |
5
3. |
The following information for the last calendar year with respect to claimant and each of its subsidiary public utility companies:
|
|
|
(a) |
Number of kWh of electric energy sold (at retail or wholesale), and Mcf of natural or manufactured gas distributed at retail.
|
Electricity |
Gas |
|
Cleco |
None |
None |
Cleco Power |
9,891,200,000 |
None |
State of Sale |
Louisiana |
None |
Revenue from Sale |
$701,037,276 |
None |
|
(b) |
Number of kWh of electric
energy and Mcf of natural or manufactured gas distributed at retail outside
the State in which each company is organized. |
|
Electricity |
Gas |
|
||
Cleco |
None |
None |
Cleco Power |
None |
None |
|
(c) |
Number
of kWh of electric energy and Mcf of natural or manufactured gas sold at
wholesale outside the State in which each such company is organized, or at
the State line. |
|
Electricity |
Gas |
|
||
Cleco |
None |
None |
Cleco Power |
None |
None |
State of Sale |
None |
None |
Revenue from Sale |
None |
None |
|
(d) |
Number
of kWh of electric energy and Mcf of natural or manufactured gas purchased
outside the State in which each such company is organized or at the State
line. |
|
Electricity |
Gas |
|
||
Cleco |
None |
None |
Cleco Power |
None |
None |
State of Purchase |
None |
None |
Cost from Purchase |
None |
None |
6
4. |
The following information for the reporting period with respect to claimant and each interest it holds directly or indirectly in an EWG or a foreign utility company, stating monetary amounts in United States dollars:
|
||
|
Cleco is not an EWG or a foreign utility company but does hold an indirect interest in three companies (Cleco Evangeline, Acadia Partners and Perryville Partners) that are authorized EWG's as defined in the Act. Cleco's indirect interest is in the form of an investment of $88.8 million in Cleco Midstream, a holding company with direct interest in Cleco Evangeline and Perryville Partners, and an indirect interest through a wholly owned subsidiary in Acadia Partners.
|
||
|
(a) |
Name, location, business address and description of the facilities used by the EWG or foreign utility company for the generation, transmission and distribution of electric energy for sale or for the distribution at retail of natural or manufactured gas.
|
|
(1) |
Cleco
Evangeline, a wholly owned subsidiary of Cleco Midstream, is organized under
the laws of the State of Louisiana and owns a 775 MW electric generation
facility. Commercial operation of the facility began in July
2000. Cleco Evangeline has entered into a Capacity Sale and
Tolling Agreement with Williams Energy (Williams), whereby, for 20 years
Williams has the right to own, dispatch, and market the electricity produced
by the facility. Cleco Evangeline collects a fee from Williams for
operating and maintaining the facility. Cleco Evangeline's
generation facility is located in central Louisiana at 2180 St.
Landry Hwy., St. Landry, Louisiana 71367. |
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(2) |
Acadia
Partners, owned 50% by Acadia Holdings, is organized under the laws of the
State of Delaware and owns a 1,160-MW electric generation
facility. Commercial operation of Power Blocks 1 and 2 (580 MW
each) of the facility commenced on July 1, 2002,
and August 2, 2002, respectively. Acadia Partners has
entered into Capacity Sale and Tolling Agreements with Calpine Energy
Services, L.P. (Calpine) for each of the respective Power Blocks, whereby, Calpine
will supply the natural gas needed to fuel the plant and will own, dispatch,
and market the plant's output until 2022. Acadia Partners collects
a fee from Calpine for the reserved capacity of each Power Block. Acadia
Partners' generation facility is located in southwest Louisiana at
30385 Crowley-Eunice Hwy., Eunice, Louisiana 70535. |
7
(3) |
Perryville Partners, a wholly owned subsidiary of Perryville Holdings, is organized under the laws of the State of Delaware and owns and operates a 718-MW natural gas-fired power plant (Perryville Facility). The Perryville Facility consists of approximately 562 MW of combined-cycle capacity and approximately 156 MW of peaking capacity. The Perryville Facility is located in northeast Louisiana at 11140 Highway 165 North, Sterlington, Louisiana 71280. On January 28, 2004, Perryville Partners reached an agreement (Sale Agreement) to sell the Perryville Facility to Entergy Louisiana, Inc. (ELI) and also entered into a power purchase agreement (Power Purchase Agreement) with Entergy Services, Inc. (ESI), whereby ESI will have exclusive rights to purchase the output of the Perryville Facility until the earlier to occur of (i) the closing of the sale to ELI or (ii) December 31, 2004. The Sale Agreement, which is subject to the Bankruptcy Court approval, provides for conditions customary to closing, including requisite regulatory approvals, as well as other covenants, representations, and warranties. In addition, a condition to closing the sale to ELI is ELI's regulatory approval for full recovery of all costs in acquiring the Perryville assets through base rates, fuel adjustment charges or other such rates or regulatory treatment as deemed solely acceptable to ELI. If certain conditions to closing are not satisfied or waived on or before September 30, 2005, the Sale Agreement may be terminated. Cleco provided a guarantee to ELI for Perryville Partners' performance obligations under the Sale Agreement, the Power Purchase Agreement and other ancillary agreements related to the sale to ELI. Subject to certain conditions, ESI has the option to extend the Power Purchase Agreement through September 30, 2005; however, the Power Purchase Agreement automatically terminates upon termination of the Sale Agreement. The Power Purchase Agreement provides that ELI will supply natural gas to the Perryville Facility and is exclusively entitled to all capacity and energy output from the facility. In addition, the Power Purchase Agreement obligates Perryville Partners to provide energy conversion services, with specified performance parameters, when requested by ESI. On January 28, 2004, to facilitate an orderly sales process, Perryville Partners and Perryville Holdings filed voluntary petitions in the Bankruptcy Court for protection under chapter 11 of the U.S. Bankruptcy Code. |
||
|
(b) |
Name of each system company that holds an interest in such EWG or foreign utility company; and description of the interest held.
|
8
(1) |
Cleco
Evangeline is a wholly owned subsidiary of Cleco Midstream, which is a wholly
owned subsidiary of Cleco. |
||
(2) |
Acadia
Partners is owned 50% by Acadia Holdings, which is a wholly owned subsidiary
of Cleco Midstream, which is a wholly owned subsidiary of Cleco. |
||
(3) |
Perryville
Partners is a wholly owned subsidiary of Perryville Holdings, which is a
wholly owned subsidiary of Cleco Midstream, which is a wholly owned
subsidiary of Cleco. |
||
|
(c) |
Type and amount of capital invested, directly or indirectly, by the holding company claiming exemption; any direct or indirect guarantee of the security of the EWG or foreign utility company by the holding company claiming exemption; and any debt or other financial obligation for which there is recourse, directly or indirectly, to the holding company claiming exemption or another system company, other than the EWG or foreign utility company.
|
|
|
|
Financing documents, providing for debt or equity financing of Cleco Evangeline and involving Cleco or its affiliates, are as follows:
|
|
(1) |
Equity Contribution Agreement, by Cleco in favor of Cleco
Evangeline as a condition precedent to the issuance of Cleco Evangeline's
Senior Secured Bonds. Cleco is obligated to contribute or cause to
be contributed to Cleco Evangeline, from time to time, for the benefit of the
secured parties, an equity contribution on the date and in the amount
specified in the agreement. Pursuant to the terms of this
agreement, $43.6 million was contributed by Cleco Midstream to Cleco Evangeline
guaranteed by Cleco during 2000. Cleco Evangeline returned $14.9 million and
$9.0 million of the equity contribution to Cleco Midstream in 2001 and 2003,
respectively. The equity contribution by Cleco Midstream to Cleco
Evangeline was $17.6 million as of December 31, 2003. As of December 31, 2003, there are no further
obligations under this agreement. |
||
(2) |
If Cleco Evangeline fails to perform certain obligations under its tolling agreement, Cleco will be required to make payments to the tolling agreement counterparty, Williams. Cleco's obligation under the Cleco Evangeline commitment is in the form of a standby letter of credit from investment-grade banks and is limited to $15.0 million. The letter of credit for Evangeline is expected to be renewed annually until the year 2020.
|
9
Financing
documents, providing for debt or equity financing of Acadia Partners and
involving Cleco or its affiliates, are as follows: |
|||
(1) |
Equity
Contribution Agreement, by and
between Acadia Partners, Calpine Corporation, and Cleco. This is
an agreement to which Calpine Corporation and Cleco have agreed to
contribute, or cause to be contributed, equity contributions in order to
finance the cost of constructing the project. As of December 31, 2003,
Cleco Midstream had contributed $264.1 million to Acadia Partners. As of December 31, 2003, there are no further
obligations under this agreement. |
||
(2) |
If
Acadia Partners cannot pay the contractor that built the plant, Cleco will be
required to pay 50% of the total for the current contractor's amount
outstanding. Cleco's obligation under the Acadia Partners'
arrangement is in the form of a guarantee. At December 31, 2003, Cleco's
50% portion of the current contractor's amount outstanding was approximately
$0.2 million. The guarantee issued to Acadia Partners'
construction contractor is in force until the final payment is made by Acadia
Partners. |
||
Financing
documents, providing for debt or equity financing of Perryville Partners and
involving Cleco or its affiliates, are as follows: |
|||
(1) |
Equity
Contribution Agreement, by and
between Perryville Partners and Cleco. This is an agreement to
which Cleco has agreed to contribute, or cause to be contributed, equity
contributions in order to finance a portion of the cost of constructing the project. As
of December 31, 2003, Cleco Midstream had contributed $71.4 million to
Perryville Partners. As of December 31, 2003, there are no further
obligations under this agreement. |
10
(2) |
As a result of Mirant Corporation's (Mirant) bankruptcy and Mirant Americas Energy Marketing, LP's (MAEM) failure to make payments under the Capacity Sale and Tolling Agreement between Perryville Partners and MAEM, all obligations of Perryville Partners to make principal and interest payments under the Subordinated Loan Agreement, dated as of August 23, 2002, between Perryville Partners and Mirant Americas, Inc. (MAI) (Subordinated Loan Agreement), as well as the accrual of additional interest, have been indefinitely suspended. At December 31, 2003, the amount outstanding under the Subordinated Loan Agreement was $98.7 million.
|
||
|
(d) |
Capitalization and earnings of the EWG or foreign utility company during the reporting period.
|
11
|
Cleco Evangeline |
Acadia Partners |
Perryville Partners |
Long-term debt |
$ 202,750,000 |
$ - |
$ 98,650,000 |
Equity |
$ 35,439,382 |
$ 489,234,121 |
$ (7,414,847) |
Net Income (Loss) |
$ 3,708,253 |
$ 159,708,412 |
$ (88,871,140) |
|
(e) |
Identify any service, sales or construction contract(s) between the EWG or foreign utility company and a system company, and describe the services to be rendered or goods sold and fees or revenues under such agreement(s).
|
|
|
|
All of the following contracts (1 - 11) pertain to the generation facilities of Cleco Evangeline specified in item 4(a)(1) above.
|
|
(1) |
Operation
and Maintenance Agreement, between
Cleco Evangeline and Cleco Generation, pursuant to which Cleco Generation
provides operation and maintenance services to Cleco Evangeline, as
operator. Cleco Evangeline is to pay Cleco Generation for all
actual costs for (i) labor, (ii) materials, consumables and repair parts,
(iii) certain taxes paid by Cleco Generation under this agreement, (iv)
payments to subcontractors or other service providers, (v) engineering and
technical services that Cleco Evangeline requests and that are provided by
Cleco Generation and (vi) additional reasonable overhead expenses fairly
allocated to services provided by Cleco Generation. Payments by Cleco
Evangeline to Cleco Generation for the year ended December 31, 2003 totaled $2,293,326. |
||
(2) |
Guaranty
of Operation and Maintenance Agreement,
between Cleco and Cleco Evangeline, pursuant to which Cleco guarantees to
Cleco Evangeline Cleco Generation's performance obligations under the
Operation and Maintenance Agreement. |
||
(3) |
Gas
Transportation Agreement, between
Cleco Evangeline and CLE Pipeline pursuant to which CLE Pipeline is to
transport Cleco Evangeline's natural gas fuel requirements via CLE Pipeline's
lateral transmission pipelines from nearby interconnections with third party
mainline transmission pipelines. The transportation rate consists
of a monthly demand charge plus a commodity charge per million British
thermal units (MMBtu) of natural gas delivered. |
12
(4) |
Guaranty
of Gas Transportation Agreement,
between Cleco and Cleco Evangeline, pursuant to which Cleco guarantees CLE
Pipeline's performance obligations under the Gas Transportation Agreement. |
||
(5) |
Interconnection
Agreement, between Cleco Evangeline
and Cleco Power, pursuant to which Cleco Evangeline's generation facilities are
interconnected to Cleco Power's adjacent transmission
facilities. Cleco Evangeline is obligated to construct, own,
operate and maintain all the interconnection facilities and equipment on its
side of the point of interconnection and Cleco Power is obligated to
construct, own, operate, and maintain the interconnection facilities and
equipment on its side of the point of interconnection. Pursuant to
this agreement, Cleco Evangeline has reimbursed Cleco Power its construction
costs for these customer specific interconnection facilities. |
||
(6) |
Agreement for Electric Service, between Cleco Power and Cleco Evangeline, pursuant to which Cleco Power will make retail sales for a 10-year period to Cleco Evangeline pursuant to Cleco Power's Louisiana Public Service Commission (LPSC) Rate Schedule GS and its Rider Schedule for Long-Term Economic Development Service, subject to approval by the LPSC. |
||
(7) |
Master
Use Agreements for Transfer of Assets, Goods, and Services, between Cleco Evangeline and each of the following
entities: Cleco, Cleco Power, CLE Pipeline, CLE Resources, Cleco Energy,
Cleco Marketing, Cleco Generation, Cleco Support Group and Cleco Midstream,
pursuant to which Cleco Evangeline and the counterparties agree that each
will provide for the use by and benefit of the other party any assets, goods,
and services that they mutually agree upon. Depending upon the
types of property transferred, the transferee pays the transferor the fair
market value, fully loaded cost or list price for any assets, goods, or
services. |
||
(8) |
Human
Resources Master Services Agreements,
between Cleco Evangeline and each of the following entities: Cleco, Cleco
Power, CLE Pipeline, CLE Resources and Cleco Energy, Cleco Marketing, Cleco
Generation, Cleco Support Group, and Cleco Midstream, pursuant to which Cleco
Evangeline may agree to designate certain of its employees to provide
services for the counterparty and/or the counterparty may agree to designate
certain of its employees to provide services for Cleco
Evangeline. The party borrowing the employees is required to pay
the loaning party the aggregate labor charges attributable to the loaned
employees, which includes direct payroll costs, employee salaries, and
benefits, as well as a share of departmental expenses. |
13
(9) |
Consents
to Assignment to Lenders, among
Cleco Evangeline, Bank One (the Collateral Agent), and each of Cleco, Cleco
Power, CLE Pipeline, Cleco Midstream, Cleco Generation, Cleco Marketing, CLE
Resources, and Cleco Energy, pursuant to which those parties consent to the
collateral assignment of all the foregoing agreements by Cleco Evangeline to
the Collateral Agent to secure Cleco Evangeline's financing. |
||
(10) |
Act
of Assignment and Assumption of Leases and Servitudes and Sale of Movables, between Cleco Power and Cleco Evangeline, pursuant
to which Cleco Power assigned to Cleco Evangeline multiple long-term leases
that provide for the use of the cooling canal and lakes utilized for water
discharged from the generation facilities. |
||
(11) |
Act of Lease between Cleco Power and Cleco Evangeline, pursuant to which Cleco Power leased to Cleco Evangeline certain property for
use as general office space and unreserved parking space for $1,976 per month
effective December 1, 2001, until December 31, 2003. |
||
All
of the following contracts (12-15) pertain to the generation facilities of
Acadia Partners specified in item 4 (a)(2) above. |
|||
(12) |
Interconnection
and Operating Agreement, between
Acadia Partners and Cleco Power, pursuant to which Acadia Partners'
generation facilities are interconnected to Cleco Power's adjacent
transmission facilities and the transmission system of Entergy Services, Inc. Acadia Partners is obligated to construct, own, operate
and maintain all the interconnection facilities and equipment on its side of
the point of interconnections and Cleco Power is obligated to construct, own,
operate, and maintain the interconnection facilities and equipment on its
side of the point of interconnection. Pursuant to this agreement,
Acadia Partners has reimbursed Cleco Power its construction costs for these
customer specific interconnection facilities. |
||
(13) |
Agreement
for Electric Services, between
Cleco Power and Acadia Partners, pursuant to which Cleco Power will make
retail sales for a 5-year period to Acadia Partners pursuant to Cleco Power's
Louisiana Public Service Commission (LPSC) Rate Schedule GS and its Rider
Schedule for Long-Term Economic Development Service, subject to approval by
the LPSC. |
14
(14) |
Service
Agreement for Cleco Power LLC Ancillary Services, by and between Cleco Power and Acadia Partners,
pursuant to which Acadia Partners can make wholesale or retail deliveries
leaving Cleco Power's control area, using another party's transmission,
without Cleco Power receiving compensation for such service under Cleco
Power's Open Access Transmission Tariff (OATT). In return, Cleco
Power will charge Acadia Partners a fee of $.1233 per MWh for scheduling,
system control and dispatch services for all transactions sourced from Acadia
Partners' generation facility and scheduled by Cleco Power. |
||
(15) |
Limited Guarantee, by Cleco in favor of Acadia Partners, whereby if
Acadia Partners cannot pay the contractor who built its plant, Cleco will be
required to pay 50% of the current amount outstanding. At December 31,
2003, Cleco's 50% portion of the contractor's current amount outstanding was
approximately $0.2 million. The guarantee on the Acadia Partner
construction contracts will cease upon full payment of those contracts.
Management expects Acadia Partners to have the ability to pay its contractor
as scheduled and does not expect Cleco to pay on behalf of Acadia Partners.
|
||
All of the following contracts (16 - 20) pertain to the generation facilities of Perryville Partners specified in item 4(a)(3) above.
|
|||
(16) |
Operations
and Maintenance Agreement, by and
between Perryville Partners and Cleco Generation, pursuant to which Cleco
Generation is to provide certain services relating to the overall management
of the generation facilities, including the operation, maintenance and repair
of the facilities. For its services under the agreement, Cleco
Generation shall be paid an amount equal to (i) its total direct and
indirect costs (such as the costs attributable to office occupancy, employee
compensation incentives, fringe benefits, and depreciation) incurred in
connection with the performance of the operation and maintenance services;
provided, however, Perryville Partners must approve in writing the payment of
any such costs that are in excess of one hundred ten percent (110%) of the
operating budget; plus (ii) an amount equal to fifteen percent (15%) of
the costs. |
||
(17) |
Limited
Guarantee, by Cleco in favor of
Perryville Partners, whereby Cleco guarantees Perryville Partners' portion of
the payments pursuant to the Engineering Procurement and Construction Contract. The guarantee shall
not exceed the current contractor's amount outstanding. At December 31, 2003, $0.2
million was available in a restricted cash account to pay the contractor
which reduced Cleco's exposure in respect of this obligation to zero. |
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(18) |
Tax Benefit Allocation Agreement, by and between Cleco Generation and Perryville Partners, for the purpose of reimbursement to Perryville Partners for certain state and local tax incentives.
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(19) |
Pipeline Operating Agreement, by and between Perryville Partners and Cleco Energy, pursuant to which Cleco Energy is to perform all routine work, including but not limited to, operation, repair, improvement, maintenance, alteration, inspection, testing, protection, and other operations and activities with respect to the natural gas pipeline facilities, which interconnect with the Perryville Facility.
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(20) |
Administrative Services Agreement, by and between Perryville Partners and Cleco Midstream, whereby Cleco Midstream is to provide bookkeeping, accounting, auditing, tax and other administrative services as needed. Payment for these services includes reimbursement for total direct and indirect costs plus a 5% fee.
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The above-named claimant has caused this statement to be duly executed on its behalf by its authorized officer on this 28th day of February 2004.
Cleco Corporation |
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By: /s/ R. Russell Davis |
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R.
Russell Davis |
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Corporate Seal |
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Attest: |
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By: /s/ Judy P. Miller |
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Judy
P. Miller |
Name, title, and address of officer to whom notices and correspondence
concerning this statement should be addressed:
R. Russell Davis |
With Copy to: |
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EXHIBIT A
A consolidating statement of income and surplus of the claimant and its subsidiary companies for the last calendar year, together with a consolidating balance sheet of claimant and its subsidiary companies as of the close of such calendar year.
The claimant undertakes to file an amendment to this Statement with the
statements and balance sheets required to be filed as Exhibit A promptly
following the filing of the claimant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2003 with the Securities and Exchange
Commission.
EXHIBIT B
An organizational chart showing the relationship of each EWG or foreign utility company to associate companies in the holding-company system.
See attached statement labeled EXHIBIT B.
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