File No. 70-9123
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
_____________________________
POST - EFFECTIVE AMENDMENT NO. 3
To
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_____________________________
Entergy Corporation Entergy Power, Inc.
639 Loyola Avenue 20 Greenway Plaza
New Orleans, LA 70113 Suite 1025
Houston, TX 77046
Entergy Enterprises, Inc. Entergy Global Power
20 Greenway Plaza Operations Corporation
Suite 1025 20 Greenway Plaza
Houston, TX 77046 Suite 1025
Houston, TX 77046
Entergy Nuclear, Inc. Entergy Operations
1340 Echelon Parkway Services, Inc.
Jackson, MS 39213 110 James Parkway West
Suite 110
St. Rose, LA 70087
Entergy Power Operations U.S., Inc.
20 Greenway Plaza
Suite 1025
Houston, TX 77046
(Names of companies filing this statement
and addresses of principal executive offices)
____________________________
Entergy Corporation
(Name of top registered holding company parent of
each applicant or declarant)
_____________________________
Steven C. McNeal
Vice President and Treasurer
Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
(Names and addresses of agents for service)
_____________________________
The Commission is also requested to send copies
of any communications in connection with this matter to:
Steven C. McNeal
Vice President and Treasurer
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
Kent R. Foster, Esq.
Vice President
Entergy Services, Inc.
P.O. Box 8082
Little Rock, AR 72203
Item 1. Description of Proposed Transactions
Entergy Corporation ("Entergy"), a Delaware corporation
which is a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and its
wholly-owned subsidiaries Entergy Enterprises, Inc., Entergy
Power, Inc., Entergy Nuclear, Inc., Entergy Operations Services,
Inc., Entergy Global Power Operations Corporation and Entergy
Power Operations U.S., Inc. (Entergy and such other subsidiaries,
collectively, the "Applicants"), hereby request a supplemental
order of the Securities and Exchange Commission (the
"Commission") under the Act, to the extent not exempt from
Commission approval under the Act, or otherwise permitted or
authorized under the Act pursuant to Commission rule, regulation
or order, to extend through December 31, 2005, the following
existing authorizations granted pursuant to the initial order of
the Commission in this File, dated June 22, 1999 (the "June 1999
Order"), which are currently effective through December 31,
20021: (1) for Entergy to acquire, directly or indirectly, the
securities of one or more companies (collectively, the "New
Subsidiaries") organized for purposes of performing certain
service and development activities and/or for purposes of
acquiring (including financing or refinancing an acquisition),
owning and holding the securities of (i) "exempt wholesale
generators" ("EWGs"), as defined in Section 32(a) of the Act,
(ii) "foreign utility companies" ("FUCOs"), as defined in Section
33(a) of the Act (EWGs and FUCOs are sometimes collectively
referred to as "Exempt Projects"), (iii) "exempt
telecommunications companies" ("ETCs"), as defined in Section
34(a) of the Act, (iv) other subsidiary companies (including "O&M
Subs", as hereinafter defined) that are authorized or permitted
by rule, regulation or order of the Commission under the Act to
engage in other businesses ("Authorized Subsidiary Companies")2,
(v) other New Subsidiaries and/or (vi) "energy-related
companies", as defined in Rule 58 under the Act ("Energy-related
Companies") (New Subsidiaries, Exempt Projects, ETCs, Authorized
Subsidiary Companies and Energy-related Companies are
collectively referred to herein as "Non-utility Companies"); (2)
for Entergy to acquire, directly or indirectly, the securities of
one or more subsidiaries ("O&M Subs") organized for the purpose
of providing operations and maintenance services to non-associate
companies and associate Non-utility Companies; (3) for
Non-utility Companies to issue and sell securities to Entergy, to
other Non-utility Companies and/or to non-associate companies for
the purpose of financing (or refinancing) investments in
Non-utility Companies3; and (4) for certain related
transactions, all as more particularly described herein.
I.
Proposed Transactions
A. Organization of New Subsidiaries, O&M Subs and Related
Transactions
Pursuant to the June 1999 Order, Entergy is currently
authorized, through December 31, 2002, to, directly or
indirectly, acquire the securities of New Subsidiaries. To
facilitate its investments in FUCOs, EWGs and other Non-utility
Companies, and to provide Entergy with additional flexibility to
structure (and restructure) its investments in Non-utility
Companies, Entergy proposes that its authorization to create New
Subsidiaries be extended through December 31, 2005. As set forth
in the June 1999 Order, New Subsidiaries may be direct or
indirect subsidiary companies used to acquire, hold and/or
finance the acquisition of, the securities of one or more Exempt
Projects, ETCs, Energy-related Companies, other New Subsidiaries,
O&M Subs and/or Authorized Subsidiary Companies, or to raise debt
or equity capital for purposes described herein. New
Subsidiaries may also perform Development Activities,
Administrative Services and/or Consulting Services, as described
further below. To the extent such transactions are not exempt
from the Act or otherwise authorized or permitted by rule,
regulation or order of the Commission issued thereunder, Entergy
requests authority for New Subsidiaries to engage in the
activities described herein.
A New Subsidiary may be organized, among other things, (1)
in order to facilitate the making of bids or proposals to develop
or acquire an interest in any EWG, FUCO or another Non-utility
Company; (2) after the award of such a bid proposal, in order to
facilitate closing on the purchase or financing of an EWG, FUCO
or another Non-utility Company; (3) at any time subsequent to the
consummation of an acquisition of an interest in an EWG, FUCO or
another Non-utility Company in order, among other things, to
effect an adjustment in the respective ownership interests in
such business held by Entergy and non-affiliated investors; (4)
to facilitate the sale of ownership interests in one or more
EWGs, FUCOs or other Non-utility Companies; (5) to comply with
applicable laws of foreign jurisdictions limiting or otherwise
relating to the ownership of domestic companies by foreign
nationals; (6) as a part of tax planning in order to limit
Entergy's exposure to U.S. and foreign taxes; (7) to further
insulate Entergy, its domestic regulated public utility
companies, and its other regulated businesses from operational or
other business risks associated with investments in Non-utility
Companies; or (8) for other lawful business purposes.
Investments in New Subsidiaries may take the form of any
combination of the following: (1) purchases of capital shares,
partnership interests, member interests in limited liability
companies, trust certificates or other forms of equity interests
(collectively, "Equity Securities"); (2) capital contributions;
(3) open account advances without interest; (4) loans; and (5)
Guarantees issued, provided or arranged in respect of the
securities or other obligations of the New Subsidiaries (as
authorized by supplemental order of the Commission, dated August
21, 2000 (HCAR No. 27216) in this File). Funds for any direct or
indirect investment by Entergy in any New Subsidiary will be
derived from (1) the issue and sale by Entergy of common stock,
preferred stock and, directly or indirectly, through one or more
special purpose financing subsidiaries, unsecured long-term
indebtedness and other forms of preferred or equity-linked
securities, pursuant to order of the Commission, dated April 3,
2001 (HCAR No. 27371) (the "April 2001 Order"); (2) the issue and
sale of common stock in connection with Entergy's Divided
Reinvestment and Stock Purchase Plan, pursuant to orders of the
Commission dated March 25, 1997 (HCAR No. 26693) and December 15,
2000 (HCAR No. 27300); (3) the issue and sale of short term debt,
pursuant to the order of the Commission dated February 26, 1997
(HCAR No. 26674) and the April 2001 Order; (4) any appropriate
future debt or equity securities issuance authorization obtained
by Entergy from the Commission; and (5) other available cash
resources. To the extent that Entergy provides funds to a New
Subsidiary which are used for the purpose of making an investment
in an Exempt Project or an Energy-related Company, the amount of
such funds would be included in Entergy's "aggregate investment"
in such entities, as calculated in accordance with Rule 53 or
Rule 58, as applicable.
Entergy may determine from time to time to consolidate or
otherwise reorganize all or any part of its direct and indirect
ownership interests in Non-utility Companies and/or New
Subsidiaries through which it may hold investments in Non-utility
Companies, and activities and functions related to such
investments, under one or more New Subsidiaries. To effect any
such consolidation or other reorganization, Entergy could, among
other things, directly or indirectly contribute to a New
Subsidiary all of the outstanding Equity Securities of one or
more Non-utility Companies (including a New Subsidiary) or sell
the Equity Securities of one or more Non-utility Companies to a
New Subsidiary. Alternatively, a Non-utility Company could
dividend the securities of one or more Non-utility Companies
(including a New Subsidiary) to a New Subsidiary.
To the extent such transactions are not exempt from the Act
or otherwise authorized or permitted by rule, regulation or order
of the Commission issued thereunder, Entergy hereby requests a
continuation of its existing authorization under the Act to
consolidate or otherwise reorganize, under one or more New
Subsidiaries, Entergy's ownership interests in one or more Non-
utility Companies the acquisition of the securities of which is
exempt from Commission approval under the Act. As indicated
above, such transactions may take the form of such Non-utility
Companies selling, contributing or transferring such ownership
interests in the form of a dividend to New Subsidiaries, and New
Subsidiaries acquiring, directly or indirectly, the Equity
Securities of such Non-utility Companies. Each such transaction
would be effected in compliance with all applicable state or
foreign laws and accounting requirements, and any sale
transaction would be effected for a consideration equal to the
book value of the Equity Securities of the Non-utility Company
being sold. Entergy will report on the completion of each such
transaction in the next quarterly certificate filed pursuant to
Rule 24 in this File, as described below. Entergy further
requests that the Commission reserve jurisdiction over
consolidations or other reorganizations of Entergy's direct or
indirect ownership interests in any Non-utility Companies, the
acquisition of the securities of which is not exempt from the Act
or authorized by the Commission under the Act, pending completion
of the record.
In addition, Entergy hereby requests authorization to extend
(from December 31, 2002 to December 31, 2005) the period through
which it may, directly or indirectly, organize and acquire the
Equity Securities of O&M Subs. Subsequent to such organization,
investments in O&M Subs may take the form of (1) additional
purchases of Equity Securities; (2) capital contributions or open
account advances without interest; (3) loans; (4) Guarantees of
the securities or other obligations of an O&M Sub (as authorized
by supplemental order of the Commission, dated August 21, 2000
(HCAR No. 27216) in this File); or (5) any combination of the
foregoing. O&M Subs are direct or indirect special purpose
subsidiary companies of Entergy offering various operations and
maintenance services (hereinafter "O&M Services") to or for the
benefit of developers, owners and operators of domestic and
foreign power projects and other electric utility systems or
facilities, including projects that Entergy may develop on its
own (through an associate Non-utility Company) or in
collaboration with third parties. O&M Services would continue to
include, but not be limited to, development, engineering, design,
construction and construction management, pre-operational
startup, testing, and commissioning, long-term operations and
maintenance, fuel procurement, management and supervision,
technical and training, administrative support, market analysis,
consulting, coordination and any other managerial, technical,
administrative or consulting services required in connection with
the business of owning or operating facilities used for the
generation, transmission or distribution of electric energy
(including related facilities for the production, conversion,
sale or distribution of thermal energy) or coordinating their
operations in the power market.4 An O&M Sub may also lease all or
a portion of the facilities with respect to which it is providing
O&M Services. However, an O&M Sub will not undertake to enter
into such leases without further approval of the Commission if,
as a result thereof, such O&M Sub would become a "public-utility
company" as defined in the Act.
To the extent such transactions are not exempt from the Act
or otherwise authorized or permitted by rule, regulation or order
of the Commission issued thereunder, any initial investments in
the Equity Securities of New Subsidiaries or O&M Subs would not
exceed an aggregate amount of $750 million (excluding any initial
investments in the Equity Securities of New Subsidiaries and O&M
Subs made under the 1999 Order) (the "Aggregate Authorization").
Pursuant to the June 1999 Order, New Subsidiaries and O&M
Subs (as well as other Non-Utility Companies) are authorized,
from time to time, (i) to provide other Non-Utility Companies
with administrative services, (ii) to provide consulting services
to other Non-Utility Companies and to non-associate companies,
and (iii) to engage in development activities (as further defined
in the June 1999 Order, collectively, "Other Services"). In
addition, Non-Utility Companies are authorized, from time to
time, to provide such "Other Services" to Non-Utility Companies
on a basis other than "at cost" and O&M Subs are authorized, from
time to time, to provide O&M Services to Non-Utility Companies on
a basis other than "at cost", subject, in either case, to certain
conditions set forth in the June 1999 Order. Entergy proposes
that Non-Utility Companies continue to provide "Other Services"
to Non-Utility Companies and/or non-associate companies, as
applicable, and that Non-Utility Companies and O&M Subs continue
to provide Other Services and/or O&M Services, as applicable, to
Non-Utility Companies on a basis other than "at cost", subject to
the terms and conditions set forth in the June 1999 Order.
B. Issuance of Securities.
To the extent such transactions are not exempt from the Act
or otherwise authorized or permitted by rule, regulation or order
of the Commission issued thereunder, Entergy also requests an
extension of its existing authorization for Non-utility Companies
to issue and/or sell securities (collectively, "Other
Securities") to Entergy, to other Non-utility Companies or to
non-associate companies, including banks, insurance companies,
and other financial institutions.5 Entergy proposes that Other
Securities be issued and sold by Non-utility Companies to
Entergy, to other Non-utility Companies or to non-associate
companies pursuant to the authorization requested herein in one
or more transactions from time to time through December 31, 2005.
Loans by Entergy or a Non-utility Company to a Non-utility
Company generally would have interest rates and maturity dates
that are designed to parallel the lending company's effective
cost of capital, in accordance with Rule 52(b). However, in the
limited circumstances where the Non-utility Company effecting the
borrowing is not wholly-owned by Entergy, directly or indirectly,
authority is requested under the Act for Entergy or a Non-utility
Company to make such loans to such subsidiaries at interest rates
and maturities designed to provide a return to the lending
company of not less than its effective cost of capital. If such
loans are made to a Non-utility Company (including, without
limitation, a New Subsidiary or an O&M Sub), such Non-utility
Company will not provide any services to any associate Non-
utility Company except a company which meets one of the
conditions for the rendering of services on a basis other than
"at cost", as described in the June 1999 Order.6 Furthermore, in
the event any such loans are made, Entergy will include in the
next certificate filed pursuant to Rule 24 in this File
substantially the same information as that required on Form U-6B-
2 with respect to such transaction. In addition, the outstanding
principal amount of any such loans will be included in the $750
million Aggregate Authorization requested herein (excluding the
outstanding principal amount of any such loans made pursuant to
the June 1999 Order).
Similarly, with respect to any issuance and sale by Non-
utility Companies of Other Securities to other Non-utility
Companies, to non-associate companies or to Entergy, the
outstanding principal amount of such Other Securities would be
included in the $750 million Aggregate Authorization (excluding
the outstanding principal amount of any Other Securities issued
under the June 1999 Order). In addition, Entergy would report
periodically to the Commission pursuant to Rule 24 under the Act
concerning the issuance and sale of such Other Securities to the
same extent that such reporting is required by Rule 52(c).7
The net proceeds from the issuance and sale of Other
Securities would be used for general corporate purposes,
including without limitation (1) for loans to and/or equity
investments in Non-utility Companies; (2) for the repayment,
refinancing or redemption of outstanding securities of Entergy or
Non-utility Companies originally issued for purposes of acquiring
interests in Non-utility Companies or providing funds for the
authorized or permitted business activities of such companies;
and (3) for working capital or other cash requirements of Non-
utility Companies, provided that such net proceeds will only be
applied to finance activities that are exempt under the Act or
are otherwise authorized or permitted by rule, regulation or
order of the Commission issued thereunder, and provided further,
that at the time of issuance of any Other Securities authorized
by the Commission herein that are recourse to Entergy, directly
or indirectly, the proceeds of which are to be used to invest in
any Exempt Project, Entergy will be in compliance with Rule 53
(as modified by order of the Commission, dated June 13, 2000
(HCAR No. 27184).8
Entergy represents and agrees that no System operating
company will incur any indebtedness, extend any credit, or sell
or pledge its assets, directly or indirectly, to or for the
benefit of any Non-utility Company, and that any Other Securities
that may be issued by a Non-utility Company, and any Guarantees
that may be issued by Entergy or a Non-utility Company, will not
be recourse to any System operating company.
C. Payment of Dividends.
To the extent such transactions are not exempt from the Act
or otherwise authorized or permitted by rule, regulation or order
of the Commission issued thereunder, Entergy requests
authorization under Section 12(c) of the Act and Rule 46
thereunder to extend (from December 31, 2002 to December 31,
2005), the period through which Non-utility Companies (including
without limitation Varibus Oil and Gas LLC (formerly, Varibus
Corporation), GSG&T, Inc., Southern Gulf Railway Company and
Prudential Oil and Gas LLC (formerly Prudential Oil and Gas,
Inc.), each of which is a direct, wholly-owned subsidiary of
Entergy Gulf States) may, from time to time, declare and pay
dividends to their respective immediate parent companies out of
capital or unearned surplus (to the extent permitted under
applicable corporate law and any applicable financing agreement
which restricts distributions to shareholders).
The payment by Non-utility Companies of dividends out of
capital or unearned surplus will not contravene the intent of
Section 12(c) of the Act. Permitting the use of distributable
cash to pay dividends ultimately to Entergy will benefit the
Entergy System by enabling Entergy to reduce or refinance
outstanding borrowings and fund operations of Entergy System
companies. The payment of dividends out of capital or unearned
surplus will not be detrimental to the financial integrity of the
Entergy System or jeopardize the working capital any of the
Excepted Companies (including any public-utility subsidiary
company of Entergy) since the original source of such dividends
would be distributable cash derived exclusively from Entergy's
investments in Non-utility Companies.
II. Compliance With Rules 53 and 54.
Entergy hereby represents that, pursuant to Rule 54 under
the Act, all of the criteria of
Rule 53(a) and (b) are satisfied. For purposes of Rule 53(a)(1),
Entergy's aggregate investment in Exempt Projects of March 31,
2002 (approximately $1.74 billion) was approximately 48.81% of
Entergy's consolidated retained earnings as of March 31, 2002.
Furthermore, Entergy has complied, and will continue to comply,
with the record keeping requirements of Rule 53(a)(2), with the
limitation in Rule 53(a)(3) on the use of Entergy's System
operating company personnel in rendering services to Exempt
Projects, and with the requirements of Rule 53(a)(4) concerning
the submission of certain filings and reports under the Act to
retail regulatory commissions. Finally, none of the
circumstances described in Rule 53(b) has occurred.
Item 2. Fees, Commissions and Expenses.
The fees, commissions and expenses expected to be paid or
incurred, directly or indirectly, in connection with the proposed
transactions are estimated to be approximately $12,000,
consisting of $5,000 estimated for legal fees and $7,000
estimated for fees of Entergy Services, Inc.
Item 3. Applicable Statutory Provisions.
The proposed formation of New Subsidiaries and O&M Subs may
be subject to Sections 6(a), 7, 9(a) and 10 of the Act. The
proposed provision of O&M Services by O&M Subs may be subject to
Sections 9(a) and 10 of the Act. The proposed issuance and sale
by Non-utility Companies (other than Exempt Projects) and the
proposed acquisition by Entergy or Non-utility Companies (other
than Exempt Projects) of Other Securities may be subject to
Sections 6(a), 7 , 9(a), 10 and 12(b) of the Act and Rules 42 and
45 thereunder. The proposed dividend payments by Non-utility
Companies (other than Exempt Projects) to their direct parents
out of capital or unearned surplus may be subject to Section
12(c) of the Act and Rule 46 thereunder. The proposed
performance of Other Services by Non-Utility Companies (other
than Exempt Projects) may be subject to Sections 9(a), 10 and
13(b) of the Act and Rules 83, 87, 90 and 91 thereunder.
To the extent that the proposed transactions are considered
by the Commission to require authorization, approval or exemption
under any Section of the Act or rule thereunder, other than those
specifically referred to above, request for such authorization,
approval or exemption is hereby made.
Item 4. Regulatory Approval.
No state or federal commission, other than the Commission
has jurisdiction over the transactions proposed herein.
Item 5. Procedure.
Entergy respectfully requests that the Commission issue its
order granting and permitting this Application-Declaration to
become effective as soon as practicable, but in any event, no
later than August 31, 2002.
Entergy hereby (i) waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission, (ii) agrees that the Division of Investment
Management may assist in the preparation of the decision of the
Commission, and (iii) requests that there be no waiting period
between the issuance of the order of the Commission and the day
on which such order is to become effective.
Entergy proposes to continue to provide the Commission, on a
quarterly basis within 60 days after the end of each calendar
quarter, a report pursuant to Rule 24, which shall continue to
include the following: (1) balance sheets and income statements
of Entergy for the three, six, or nine month period then ended;
(2) all payments of dividends out of capital or unearned surplus
during the quarter; (3) information concerning the nature and
extent of Administrative Services, Consulting Services and O&M
Services provided by Entergy Enterprises and other Non-utility
Companies during the quarter, identifying the customer company,
the service and the charge, and stating whether the charge was
computed at cost, market or pursuant to another method, which
shall be specified; (4) information concerning the formation and
capitalization of any New Subsidiaries during the quarter; (5)
information concerning the formation and capitalization of any
O&M Subs during the quarter; (6) information concerning the
completion during the quarter of any consolidation or other
reorganization of Entergy's ownership interests in Non-utility
Companies and the organizational structure of Entergy's Non-
utility Companies as of the end of such quarter; (7) information
concerning any loans made by Entergy or Non-utility Companies to
associate Non-utility Companies during the quarter that are not
exempt under Rule 52(b), to the same extent such reporting is
required by Rule 52(c); (8) information concerning the issuance
of any Other Securities by Non-utility Companies during the
quarter, to the same extent that such reporting is required by
Rule 52(c); and (9) information concerning any Charter Amendments
during the quarter.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
A - Not applicable
B - Not applicable
C - Not applicable
D - Not applicable
E - Not applicable
F - Opinion(s) of Counsel (to be filed by
amendment)
G - Proposed Form of Notice
(b) Financial Statements:
Financial Statements of Entergy Corporation and of
Entergy Corporation and subsidiaries, consolidated, included
in the Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 and the Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2002 (filed in File No.
1-11299) and incorporated herein by reference).
Except as reflected in the Financial Statements, no
material changes, not in the ordinary course of business
have taken place since March 31, 2002.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve any major Federal
action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned companies have duly caused
this amendment to be signed on their behalf by the undersigned
thereunto duly authorized.
ENTERGY CORPORATION
ENTERGY ENTERPRISES, INC.
ENTERGY NUCLEAR, INC.
ENTERGY OPERATIONS SERVICES, INC.
ENTERGY GLOBAL POWER OPERATIONS
CORPORATION
ENTERGY POWER OPERATIONS U.S.,INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
ENTERGY POWER, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Treasurer
Dated: June 21, 2002
_______________________________
1 See Entergy Corporation et al., Holding Company Act Release
("HCAR") No. 27039 (June 22, 1999).
2 The Authorized Subsidiary Companies currently consist of
Entergy Enterprises, Inc.; Entergy Power, Inc.; Entergy
Nuclear, Inc.; Entergy Nuclear Operations, Inc.; Entergy
Operations Services, Inc.; Entergy Global Power Operations
Corporation; Entergy Power Operations U.S., Inc.; Entergy
Nuclear Fuels Company; Entergy Shaw, LLC; EN Services, LP and
Gulf South Pipeline, LP.
3 The June 1999 Order authorized Entergy and its Non-Utility
Companies to engage in such financing transactions, as well as
to issue guarantees or provide other forms of credit
enhancement (collectively, "Guarantees") to or for the benefit
of Non-Utility Companies, in an aggregate amount (together
with the amount of any initial investments in the Equity
Securities, as hereinafter defined, of New Subsidiaries and
O&M Subs) not to exceed $750 million through December 31,
2002. By supplemental order of the Commission, dated August
21, 2000 (HCAR No. 27216) in this File, Entergy and its Non-
Utility Companies were subsequently authorized to issue
Guarantees to, or for the benefit of Non-Utility Companies,
from time to time through December 31, 2005, in an aggregate
principal not to exceed $2 billion at any one time
outstanding. Accordingly, Applicants do not seek a renewal of
such Guaranty authority at this time.
4 Except for consulting services that may be required in
connection with the business of owning or operating such
facilities or coordinating their operations in power markets,
O&M Subs will not otherwise be engaged in the provision of
"consulting services" (as that term is defined in the June
1999 Order) to associate and non-associate companies.
5 Issuances of securities generally are not subject to prior
Commission approval under the Act pursuant to Rule 52(b),
provided that the conditions of the rule are satisfied,
including that the interest rate and maturity date of debt
securities that are issued to associate companies are designed
to parallel the effective cost of capital of the lending
company. Under certain circumstances, however, it may be
desirable for Entergy or a Non-utility Company to make a loan
to a Non-utility Company at a rate of interest or with a
maturity that does not provide a return equivalent to the
lending company's cost of capital.
6 As set forth above, pursuant to the June 1999 Order, Non-
utility Companies are authorized, from time to time, to
provide "Other Services" (as defined in the June 1999 Order)
to Non-utility Companies on a basis other than "at cost" and
O&M Subs are authorized, from time to time, to provide O&M
Services to Non-utility Companies on a basis other than "at
cost," subject in either case to certain conditions set forth
in the June 1999 Order.
7 If an Entergy-related Company issues Other Securities, it will
also report such issuance to the Commission as required under
Form U-9C-3.
8 In addition, to the extent such action is not exempt from the
Act or otherwise authorized or permitted by rule, regulation
or order of the Commission issued thereunder, Entergy requests
that Non-utility Companies be permitted to modify the terms of
their charters or other governing documents ("Charter
Amendments") as necessary to effectuate the issuance of Other
Securities. Entergy would describe the general terms of any
Charter Amendment in the next quarterly certificate filed with
the Commission pursuant to Rule 24 in this File.