No. 70-7561
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
_________________________________
Post Effective Amendment No. 10
to the
Form U-1/A
__________________________________
APPLICATION - DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________
System Energy Resources, Inc. Entergy Corporation
1340 Echelon Parkway 639 Loyola Avenue
Jackson, Mississippi 39213 New Orleans, Louisiana
Telephone: 601-368-5000 70113
Telephone: 504-529-5262
Entergy Arkansas, Inc. Entergy Louisiana, Inc.
(formerly Arkansas Power & Light (formerly Louisiana Power
Company) & Light
425 West Capitol Avenue Company)
Little Rock, Arkansas 72201 639 Loyola Avenue
Telephone: 501-377-4000 New Orleans, Louisiana
70113
Telephone: 504-576-4000
Entergy Mississippi, Inc. Entergy New Orleans, Inc.
(formerly Mississippi Power & (formerly New Orleans
Light) Public Service
Company Inc.)
308 E. Pearl Street 639 Loyola Avenue
Jackson, Mississippi 39201 New Orleans, Louisiana
Telephone: 601-969-2311 70113
Telephone: 504-576-4000
(Names of companies filing this statement and addresses
of principal executive offices)
__________________________________
<PAGE>
ENTERGY CORPORATION
(Name of top registered holding company
parent of each applicant or declarant)
_________________________________
William J. Regan, Jr.
Vice President and Treasurer
System Energy Resources, Inc., Entergy Corporation,
Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc. and Entergy New Orleans, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
_____________________________________
The Commission is also requested to send copies
of communications in connection with this matter to:
Laurence M. Hamric, Esq. J. T. Hood, Esq.
Ann G. Roy, Esq. Reid & Priest LLP
Entergy Services, Inc. 40 West 57th Street
639 Loyola Avenue New York, New York
New Orleans, Louisiana 10019
70113
<PAGE>
Item 1. Description of Proposed Transaction
The information added to Item 1 of the Application
Declaration in this proceeding, as previously amended and
supplemented by Post Effective Amendment No. 9, is hereby further
amended in its entirety to read as follows:
"System Energy Resources, Inc. ("System Energy") was
previously authorized in this proceeding (HCAR No. 24791,
December 23, 1988) to enter into two separate but identical
arrangements for the sale and leaseback of undivided portions of
its interest in Unit No. 1 of the Grand Gulf Steam Electric
Generating Station. These transactions were consummated on
December 28, 1988. In connection with the equity funding of the
arrangements, financial support in the form of letters of credit
were required to be maintained to secure the payment to the
equity investors (Owner Participants) of certain amounts (Net
Casualty Value) that may be payable by System Energy under the
respective leases from time to time.
The initial letters of credit, in an aggregate amount of
$128,126,450, were provided by The Fuji Bank, Limited pursuant to
a Reimbursement Agreement, dated as of December 1, 1988. In
1991, pursuant to further order of the Commission in this
proceeding (HCAR No. 25241, January 11, 1991), the initial
letters of credit were canceled and replaced by new letters of
credit, in an aggregate principal amount of $145,751,800, issued
by The Bank of Tokyo, Ltd., Los Angeles Agency ("The Bank of
Tokyo") pursuant to a First Amendment and Agreement to the
Reimbursement Agreement, dated as of January 11, 1991. In 1993,
pursuant to further order of the Commission in this proceeding
(HCAR No. 25944, December 10, 1993), the letters of credit issued
in 1991 were canceled and replaced by new letters of credit, in
an aggregate principal amount of $165,164,950, issued by The Bank
of Tokyo pursuant to a Second Amendment and Agreement to the
Reimbursement Agreement, dated as of December 17, 1993 (as so
amended, the "Reimbursement Agreement"). The letters of credit
issued in 1993 are scheduled to expire on January 15, 1997.
As a condition to the issuance of the letters of credit,
System Energy was required to assign, for the benefit of the
letter of credit bank, the administrating bank and the
participating banks, its rights under (a) the Availability
Agreement, dated as of June 21, 1974, as amended ("Availability
Agreement"), among System Energy, Entergy Arkansas, Inc.,
("Arkansas"), Entergy Louisiana, Inc. ("Louisiana"), Entergy
Mississippi, Inc. ("Mississippi") and Entergy New Orleans, Inc.
("New Orleans") (Arkansas, Louisiana, Mississippi and New Orleans
collectively being referred to as the "System Operating
Companies") and (b) the Capital Funds Agreement, dated as of June
21, 1974, as amended ("Capital Funds Agreement"), between System
Energy and Entergy Corporation ("Entergy").
In connection with the 1991 replacement of the letters of
credit, the Commission issued a public notice (HCAR No. 25192,
November 23, 1990) that System Energy proposed, during the basic
terms of the leases, to further extend, increase the amount of
and/or change the pricing terms of subsequent letters of credit,
subject to further Commission authorization. Specifically,
System Energy proposed to (1) increase the letters of credit to
an aggregate amount not in excess of $200,578,150; (2) pay
fronting and annual fees to the bank providing the letters of
credit and other participating banks in any amount not in excess
of an aggregate of 1.4375% per annum; (3) change the identity of
the letter of credit bank, administrating bank and any
participating bank; (4) extend the letters of credit and the
Reimbursement Agreement in any increments of time to July 15,
2015; (5) enter into one or more additional assignments, for the
benefit of the letter of credit bank, the administrating bank and
the participating banks, of System Energy's rights under the
Availability Agreement and the Capital Funds Agreement pursuant
to the terms of one or more additional assignments and
supplementary agreements (the System Operating Companies and
Entergy to consent to join in the respective agreements to which
they are parties); and (6) to pay arrangement fees in connection
with each such extension or increase in amounts not in excess of
2.5 % of the highest amount of the revised letter of credit in
question. The Commission issued a further public notice on
November 12, 1993 (HCAR No. 25925).
In anticipation of the expiration of the existing letters
of credit, System Energy is seeking authorization herein to
replace them with new letters of credit, the terms of which will
be within the parameters set forth above and will be reported to
the Commission by a certificate pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended (the
"Act"). System Energy is further seeking authorization herein,
during the basic terms of the leases, to extend, increase the
amount of and /or change the pricing terms of subsequent letters
of credit without further Commission authorization. The terms of
any subsequent letters of credit will be within the parameters
set forth above and will be reported to the Commission by
certificates pursuant to Rule 24 under the Act.
In connection with the issuances of any replacement letters
of credit, (a) System Energy and the banks will enter into
reimbursement agreements or further amendments to the
Reimbursement Agreement, and (b) System Energy and the System
Operating Companies may enter into one or more additional
assignments of the Availability Agreement and System Energy and
Entergy may enter into one or more additional assignments of the
Capital Funds Agreement, in each case, to provide further
security for System Energy's reimbursement obligations to the
letter of credit bank, the administrating bank and the
participating banks."
Item 2. Fees, Commissions and Expenses
The fees, commissions and expenses to be paid or incurred
in connection with the transactions proposed herein will not
deviate materially from fees, commissions and expenses
customarily incurred in similar transactions by other public
utility companies. The Applicants-Declarants will disclose such
fees, commissions and expenses in certificates pursuant to Rule
24 under the Act.
Item 5. Procedure
The Applicants-Declarants hereby request that the
Commission's supplemental order authorizing the transactions
proposed herein be issued as soon as practicable.
The Applicants-Declarants hereby waive a recommended
decision by a hearing officer of the Commission; agree that the
Staff of the Division of Investment Management may assist in the
preparation of the Commission's decision; and request that there
be no waiting period between the issuance of the Commission's
order and the date on which it is to become effective.
<PAGE>
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
SYSTEM ENERGY RESOURCES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
By: /s/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: October 22, 1996
