File No. 69-479
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-3A-2
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) 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 265,000 customers. Cleco
Power also engages in energy management services, a portion of which are conducted
in the State of Mississippi. |
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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 wholesale generation project development, exempt wholesale generation,
natural gas pipeline operations, and generation facilities operations and
maintenance. |
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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 4A(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 intrastate natural gas pipeline connecting Acadia Partners'
natural gas-fired power plant to the interstate natural gas transmission
grid. |
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(2) |
Cleco
Energy LLC (Cleco Energy), a wholly owned subsidiary of Cleco Midstream, is
organized under the laws of the State of Texas. Prior to November 2004, Cleco Energy was primarily
engaged in the wholesale marketing of natural gas, as well as natural gas
production, gathering and transmission. On September 15, 2004 Cleco Energy
completed the sale of its oil and gas production properties and on November 16, 2004
completed the sale of its natural gas pipeline and marketing operations.
Following these transactions, Cleco Energy no longer engages in any active
business. |
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a. |
DeSoto Pipeline Company, Inc. (Desoto), a wholly owned subsidiary of Cleco Energy, is incorporated under the laws of the State of Louisiana and historically was engaged in the ownership and operation of intrastate natural gas transmission pipelines. On November 16, 2004, DeSoto sold substantially all of its assets. Following this transaction, Desoto no longer engages in any active business. |
2
b. |
Four
Square Production, LLC (Four Square), a wholly owned subsidiary of Cleco Energy, is
organized under the laws of the State of Texas and historically was engaged in the ownership and
operation of oil and natural gas producing wells. On September 15, 2004
Four Square sold substantially all of its assets. Following this
transaction, Four Square no longer engages in any active business. |
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(3) |
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 the power plants of Cleco Evangeline LLC (Cleco
Evangeline) and Perryville Energy Partners, L.L.C. (Perryville Partners). See
Items 4A(1) and 4A(3) below for additional information on Cleco Evangeline
and Perryville Partners, respectively. |
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(4) |
Cleco
Marketing & Trading LLC (Cleco Marketing), a wholly owned subsidiary of Cleco
Midstream, is organized under the laws of the State of Louisiana. Cleco
Marketing does not own or operate facilities for the generation,
transmission, or distribution of electric or natural gas energy for sale. Prior
to May 2003, Cleco Marketing provided energy management services. Currently,
Cleco Marketing is inactive. |
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(5) |
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
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 4A(3) below for additional information
on Perryville Partners. |
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(6) |
CLE Intrastate Pipeline Company LLC (CLE Pipeline), a wholly owned subsidiary of Cleco Midstream, is organized under the laws of the State of Louisiana. CLE Pipeline operates an intrastate natural gas transmission pipeline connecting Cleco Evangeline's natural gas-fired power plant to the interstate natural gas transmission grid. See Item 4A(1) below for additional information on Cleco Evangeline. |
3
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. CLE
Resources was established as a vehicle to invest in non-utility ventures, but
is currently inactive. |
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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. |
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(i) |
STUCO
Innovations, Inc. a wholly owned subsidiary of UTS, LLC, is organized under
the laws of the State of Alabama and is currently inactive. |
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On November 16, 2004, Cleco Energy sold its 50% interest in Hudson, SVD LLC (Hudson) and Hudson's 93% owned subsidiary Providence Partners, LLC (Providence). Both Hudson and Providence were organized under the laws of the State of Texas. Hudson owned a natural gas gathering system and Providence was engaged in the development and operation of a natural gas gathering system and a natural gas processing plant. |
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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 or manufactured gas. |
|
B. |
As
of December 31, 2004, 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 |
|
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As of December 31, 2004, Cleco Power did not own any properties for the production, transmission or distribution of natural 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 |
10,049,492,000 |
None |
State of Sale |
Louisiana |
None |
Revenue from Sale |
$711,751,353 |
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 |
144,289,000 |
None |
State of Sale |
Mississippi |
None |
Revenue from Sale |
$10,252,454 |
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: |
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|
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 2000. Cleco
Evangeline has entered into a Capacity Sale and Tolling Agreement with
Williams Power Company, Inc. (Williams), whereby, for 20 years Williams will
supply the natural gas needed to fuel the plant and 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 two 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. |
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(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. (Entergy Louisiana) and also entered into a power purchase agreement (Power Purchase Agreement) with Entergy Services, Inc. (Entergy |
7
Services), whereby Entergy Services will have exclusive rights to purchase the output of the Perryville Facility through September 30, 2004. The Sale Agreement provides for conditions customary to closing, including requisite regulatory approvals, as well as other covenants, representations, and warranties. Cleco provided a limited guarantee to Entergy Louisiana for Perryville Partners' performance obligations under the Sale Agreement, the Power Purchase Agreement and other ancillary agreements related to the sale. Effective October 21, 2004, Perryville Partners and Entergy Louisiana amended the Sale Agreement to restructure the transaction by removing the transmission-related facilities and certain interconnection facilities from the Sale Agreement. The amendments to the Sale Agreement permanently extend the termination date for the closing of the sale under the Sale Agreement to December 31, 2005. On December 8, 2004, the amended Sale Agreement was approved by the Bankruptcy Court. Consummation of the sale, among other state regulatory approvals, would require approval by the Securities and Exchange Commission (SEC) under the Act. Cleco filed an application on Form U-1 (File No. 070-10268) with the SEC on November 22, 2004 relating to such approval. Effective October 21, 2004, Entergy Services and Perryville Partners amended the Power Purchase Agreement to lengthen the term of the extension in the agreement to December 31, 2005. The Power Purchase Agreement provides that Entergy Louisiana will make certain payments to Perryville Partners and 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 Entergy Services. 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. Neither Cleco nor any of its
other subsidiaries were included in the filings. Perryville Partners and Perryville
Holdings are debtors and debtors in possession and are continuing to operate
their business under the U.S. Bankruptcy Code. |
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|
B. |
Name
of each system company that holds an interest in such EWG or foreign utility
company; and description of the interest held. |
|
(1) |
Cleco
Evangeline is a wholly owned subsidiary of Cleco Midstream, which is a wholly
owned subsidiary of Cleco. |
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(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. |
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|
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. |
|
|
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 EWGs as defined in the Act. Cleco's
indirect interest is in the form of an investment of $94.3 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. |
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|
|
Financing
documents, providing for debt or equity financing of Cleco Evangeline and
involving Cleco or its affiliates, are as follows: |
|
(1) |
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 Cleco Evangeline
is expected to be renewed annually until the year 2020. |
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Financing
documents, providing for debt or equity financing of Acadia Partners and
involving Cleco or its affiliates, are as follows: |
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(1) |
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. As of December 31, 2004,
Acadia Partners had made the final retainage payment to the contractor thereby
terminating the Cleco guarantee. |
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Financing documents, providing for debt or equity financing of Perryville Partners and involving Cleco or its affiliates, are as follows: |
9
(1) |
As
a result of the bankruptcy filing of Mirant Corporation and certain of its
subsidiaries (Mirant Debtors) 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 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, 2004, the amount outstanding under the Subordinated Loan Agreement was
$98.7 million. |
10
(2) |
On
February 26, 2004, the Bankruptcy Court entered a cash collateral
order (Cash Collateral Order). The Cash Collateral Order was amended by the
Bankruptcy Court on December 8, 2004. The Cash Collateral Order provided for the
transfer of up to $6.1 million (subject to certain adjustments) of additional
restricted cash to the debtor-in-possession accounts (DIP Accounts) for
post-petition expenses, including routine operations and maintenance, inventory,
goods and services, costs reasonably necessary to obtain regulatory approval
and other necessary approvals in connection with the Power Purchase Agreement
and Sale Agreement, adequate protection payments, professional fees and expenses,
and certain pre-petition expenses of the lenders for professional services.
Revenue from the Power Purchase Agreement also is deposited into the DIP
Accounts to provide additional cash for Perryville Partners' use. The Cash
Collateral Order stipulated payment of quarterly interest and principal
payments under the Senior Loan Agreement, set forth provisions for early
termination events, and also granted a replacement lien to the lenders. In
the event Perryville Partners cannot pay its quarterly principal payments,
Cleco, if demanded by Perryville Partners, is obligated under its guarantee
to pay up to $1.9 million of these payments in the future. As of December 31, 2004,
Cleco had paid $5.5 million of principal payments on behalf of Perryville
Partners. |
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(3) |
Cleco
provided a limited guarantee to Entergy Louisiana and Entergy Gulf States, Inc. for Perryville
Partners' performance obligations under the Sale Agreement, the Power
Purchase Agreement, and other ancillary agreements related to the sale. The
aggregate guarantee of $277.4 million is limited based on the following
amounts and events: (i) $42.4 million relating to the Power Purchase
Agreement, other ancillary agreements, and certain pre-closing liabilities
associated with the Sale Agreement, and (ii) $235.0 million with respect to
the Sale Agreement arising from Perryville Partners' failure to pay, perform
or discharge the Senior Loan Agreement debt, Subordinated Loan Agreement debt
and any other liabilities arising from the Senior Loan Agreement. The
limited guarantee under (ii) above is reduced to $100.0 million when the
Senior Loan Agreement debt is paid in full. |
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Other financial obligations for which there is
recourse to Cleco or its affiliates are as follows: |
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(1) |
Cleco provided guarantees to the buyers of the assets of Cleco Energy for the payment and performance of the indemnity obligations of Cleco Energy. The aggregate amount of the guarantees is $1.4 million. The last of the guarantees terminates in November 2009. |
11
|
D. |
Capitalization and earnings of the EWG or foreign utility
company during the reporting period. |
Cleco Evangeline |
Acadia Partners |
Perryville Partners |
|
Long-term debt |
$ 197,832,000 |
$ - |
$ 98,650,000 |
Equity |
$ 3,298,864 |
$ 475,147,141 |
$ (7,987,554) |
Net Income (Loss) |
$ 12,530,431 |
$ 41,304,045 |
$ (6,057,990) |
|
|
|
|
|
|
All
of the following contracts (1 - 11) pertain to the generation facilities of
Cleco Evangeline specified in item 4A(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, 2004 for services provided under this agreement totaled
$2,470,799. |
||
(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. |
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(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. Payments by Cleco |
12
Evangeline
to CLE Pipeline for the year ended December 31, 2004 for services provided under this agreement totaled $824,486. |
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(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. |
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(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. Payments
by Cleco Evangeline to Cleco Power for the year ended December 31, 2004 for
services provided under this agreement totaled $1,004,076. |
||
(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 Generation,
Cleco Support Group, Cleco Energy, Perryville Partners 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. Payments by Cleco Evangeline to affiliates for the year
ended December 31, 2004 for services provided under this agreement totaled
$12,894,368. |
||
(8) |
Human Resources Master Services Agreements, between Cleco Evangeline and each of the following entities: Cleco, Cleco Power, CLE Pipeline, CLE Resources, Cleco Generation, Cleco Support Group, Cleco Energy, Perryville Partners and Cleco Midstream, pursuant to which Cleco Evangeline may agree to designate certain of its employees to |
13
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. Payments
for the services provided under this agreement are included in the amount
shown above in item 4E(7). |
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(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 and CLE Resources,
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. The
lease was renewed, at the same rate, until December 31, 2005. Payments
by Cleco Evangeline to Cleco Power for the year ended December 31, 2004 for services
provided under this agreement totaled $23, 712. |
||
All
of the following contracts (12-17) pertain to the generation facilities of
Acadia Partners specified in item 4A(2) above. |
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(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. 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. For the year ended December 31, 2004 no services were provided under this agreement. |
14
(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
LPSC Rate Schedule GS and its Rider Schedule for Long-Term Economic
Development Service, subject to approval by the LPSC. For the year
ended December 31, 2004 no services were provided under this agreement. |
||
(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. Payments
by Acadia Partners to Cleco Power for the year ended December 31, 2004 for
services provided under this agreement totaled $27,371. |
||
(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. The final payment to the contractor was made in July
2004. As of December 31,
2004 Cleco has no further obligations
under this agreement. |
||
(16) |
Master
Use Agreements for Transfer of Assets, Goods, and Services, between Acadia Partners and each of the following
entities: Cleco, Cleco Power, CLE Pipeline, CLE Resources, Cleco Generation,
Cleco Support Group and Cleco Midstream, pursuant to which Acadia Partners 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. Payments by Acadia Partners to
affiliates for the year ended December
31, 2004 for services provided under
this agreement totaled $366,285. |
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(17) |
Human Resources Master Services Agreements, between Acadia Partners and each of the following entities: Cleco, Cleco Power, CLE Pipeline, CLE Resources, Cleco Generation, Cleco Support Group and Cleco Midstream, pursuant to which Acadia Partners 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 Acadia Partners. The party borrowing |
15
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. Payments
by Acadia Partners for services provided under this agreement for the year
ended December 31, 2004 are included above in item 4E(16). |
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All
of the following contracts (18 - 24) pertain to the generation facilities of
Perryville Partners specified in item 4A(3) above. |
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(18) |
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. Perryville Partners incurred expenses for the year
ended December 31, 2004 for services provided under this agreement of $2,328,837.
Expenses recorded from January 1, 2004 to the January 28, 2004
filing of a voluntary petition for Chapter 11 of the U.S. Bankruptcy Court (pre-petition)
were not paid. The pre-petition amount included in the total above is
$143,547. |
||
(19) |
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, 2004, $0.2
million was outstanding. Perryville Partners filed a voluntary
petition for Chapter 11 protection of the U.S. Bankruptcy Code on January 28, 2004. The
petition suspended collection activity in relation to the construction
contract. |
||
(20) |
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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(21) |
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. In
connection with the sale of substantially all of Cleco Energy's assets, this
agreement was assumed by the purchaser. Perryville Partners incurred
expenses for the year ended December
31, 2004 for services provided under
this agreement of $50,000. The pre-petition amount of $4,355 included in the
total was not paid. |
||
(22) |
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. Expenses
incurred by Perryville Partners under this agreement are included in item 4E(23). |
||
(23) |
Master
Use Agreements for Transfer of Assets, Goods, and Services, between Perryville Partners and each of the
following entities: Cleco, Cleco Power, CLE Pipeline, CLE Resources, Cleco
Generation, Cleco Support Group, Cleco Evangeline, Cleco Energy and Cleco
Midstream, pursuant to which Perryville Partners 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. Perryville Partners
incurred expenses for the year ended December 31, 2004 for services provided under this agreement of $1,396,600. The
pre-petition amount of $124,399 included in the total was not paid. |
||
(24) |
Human Resources Master Services Agreements, between Perryville Partners and each of the following entities: Cleco, Cleco Power, CLE Pipeline, CLE Resources, Cleco Generation, Cleco Support Group, Cleco Evangeline, Cleco Energy and Cleco Midstream, pursuant to which Perryville Partners 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 Perryville Partners. 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. Payments for services provided under this agreement are included in the amount shown above in item 4E(23). |
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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 25th day of February 2005.
Cleco Corporation |
|
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R.
Russell Davis |
|
Corporate Seal |
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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: |
18
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, 2004 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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