File No. 70-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-l
___________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
___________________________________
Entergy Gulf States, Inc.
350 Pine Street
Beaumont, Texas 77701
(Name of company filing this statement and address
of principal executive offices)
___________________________________
Entergy Corporation
(Name of top registered holding company parent of each
applicant or declarant)
___________________________________
William J. Regan, Jr.
Vice President and Treasurer
Entergy Gulf States, Inc.
639 Loyola Avenue
New Orleans, Louisiana 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:
Laurence M. Hamric, Esq.
Ann G. Roy, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, LA 70113
<PAGE>
Item 1. Description of the Proposed Transactions
1.1 Entergy Gulf States, Inc. (the "Company") is an
electric and gas public utility company operating in the
States of Louisiana and Texas, and is a subsidiary of
Entergy Corporation, which is a registered holding company
under the Public Utility Holding Company Act of 1935, as
amended (the "Act"). Exxon Corporation ("Exxon") is a
corporation organized under the laws of the State of New
Jersey and is a non-utility entity not affiliated with the
Company or any of the Company's affiliates.
1.2 Since the 1930's the Company's cogeneration facility,
Louisiana Station No. 1 ("La. St. 1") has provided steam
and associated by-product electric energy to the Exxon
refining and petrochemical manufacturing facilities that
surround and are contiguous to, the Company's cogeneration
facility located in East Baton Rouge Parish, Louisiana
(the "Exxon Facility").
1.3 La. St. 1 was originally constructed to serve the
steam and electrical require-ments of the Exxon Facility
and has been dedicated exclusively primarily to that
purpose since its construction, although, at one time, La
St. 1 did supply steam and electricity to other industrial
customers adjacent to the facility. Pursuant to the
arrangement, Exxon supplies fuel to La. St. 1, which is
then converted into steam and passed through a turbine,
which simultaneously reduces the pressure of the steam
and, as a by-product, produces electricity. The steam and
electricity produced is then delivered to the Exxon
Facility. The Company converts Exxon's fuel in such a
manner as to match the Exxon Facility's requirements for
steam; the amount of electricity produced is dependent
upon the amount of steam produced. Normally, the amount
of electricity produced from this process is not
sufficient to meet Exxon's requirements and Exxon
purchases additional electricity from the Company pursuant
to the existing Contract for Electric Service (the
"Electric Agreement").
1.4 The Company and Exxon desire to modernize La. St. 1
and subject to Commission approval, will enter into the
transactions described herein. Exxon will invest a
significant amount of capital in La. St. 1 in order, among
other things, to improve its reliability and efficiency,
and potentially increase its capacity, for the continued
provision of steam and associated electric energy produced
by Exxon's fuel.
1.5 The Company, pursuant to the Agreement for Lease of
Generating Facilities, will lease to Exxon La. St. 1 and
certain real property located within and surrounding La.
St. 1, upon which Exxon proposes to construct a new gas-
fired turbine and associated facilities to provide for a
more reliable generation of steam and additional electric
energy for use by the Exxon facility (the "Lease"). All
capital and other costs incurred to modernize La. St. 1
and to construct the new gas-fired turbine will be borne
by Exxon. If Exxon does not appropriate at least X for
improvements or the required funds for the new gas fired
turbine within one year from the date the last Exxon is
contractually bound to invest at least $45 million in
improvementsregulatory approval is obtained, the parties
shall meet to negotiate a mutually acceptable increase in
rent; if the parties fail to agree, the Company has a one-
time right to terminate the Lease. In addition to
describing the facilities leased, the Lease sets forth
provisions relating to the use of common facilities and
services by both Exxon and the Company.
1.6 The Lease has an initial term in excess of twenty
years with two possible extension terms of ten years each.
The initial term of the Lease is divided into two stages:
Phase 1 and 2. Generally, Phase 1 is the period during
which Exxon is to complete the modernization of La. St. 1,
which duration should not exceed thirty (30) months from
the date the Company secures all necessary regulatory
approvals. Phase 2 is the twenty (20) year period
thereafter.
1.7 During Phase 1, pursuant to the Base Facility
Sublease and Lease of Additions and Betterments, (the
"Sublease"), the Company will sublease La. St. 1 including
any additions or improvements back from Exxon, in order
that the Company may continue to use those facilities to
fulfill its obligations to satisfy Exxon's steam and
associated energy requirements pursuant to the existing
Contract for Steam and Cogenerated Electric Service which
agreement will expire in 1997 (the "Steam Contract"). By
structuring the transaction to include both the Lease and
the Sublease, Exxon immediately can commence modernization
and construction, and at the same time, the Company can
continue to fulfill its contractual obligations to Exxon.
1.8 During Phase 1, Exxon shall pay the Company a monthly
rent of X pursuant to the Lease. Co-extensively with
Phase 1, the Company shall pay Exxon a monthly rent of X
pursuant to the Sublease. Steam and electric service
rendered by the Company to Exxon during Phase 1 shall be
paid for at rates set forth in an amendment to the Steam
Contract to be negotiated by Exxon and the Companythe
Amended and Restated Steam Contract and any additional
electricity shall be provided to Exxon pursuant to the
Electric Agreement. During Phase 2, Exxon shall pay
Company a monthly fixed rent of X and a monthly variable
rent of up to a maximum amount of X depending upon the
quantity of steam generated by La. St. 1.
1.9 Pursuant to the Operating and Maintenance Service
Agreement (the "Service Agreement"), the Company will
provide equipment, personnel and services required for the
operation and maintenance of La. St. 1 during Phase 2 of
the initial term and any extension term, or until
discharged by Exxon. TheExxon may Company may not be
discharged by Exxon unless guilty ofdischarge the Company,
only if the Company demonstrates a pattern of substandard
performance as defined in the Service Agreement. Exxon
shall compensate Company for its service under the Service
Agreement by a fee structure that includes, in addition to
reimbursement of the Company's expenses, the payment of an
overhead fee and an incentive fee. The overhead fee will
be initially X per year and will not be subject to
renegotiation more than every two years. The incentive
fee is set at a maximum of X per year based upon Company's
attainment of certain performance goals. In addition, the
Company has the opportunity to earn other incentives
based on cost savings.
1.10 The Reconfiguration Agreement describes modifications
to certain transmission facilities that transmit
electricity from La. St. 1 to the Exxon facility that will
be necessary after the improvements contemplated by the
Lease are completed. In addition, the Reconfiguration
Agreement sets forth Exxon's responsibility for
reconfiguration costs.
1.11 The transaction also includes a letter agreement that
summarizes the terms to be included in a new contract for
electric service to be effective upon the expiration of
the Electric Agreement at the end of Phase 1.
1.12 The original investment of La. St. 1 as of June 30,
1996 was $71.7 million, and the net book value of such
investment (as reduced by accumulated depreciation) at
that date was $14.6 million.
Item 2. Fees, Commissions and Expenses
The fees, commissions and expenses are not expected to
exceed the following:
*Fees of Company Counsel Monroe & Lemann $90,000.00
*Fees of Orgain, Bell & Tucker L.L.P. $ 6,000.00
*Fees of Entergy Services, Inc. $40,000.00
*Miscellaneous Fees $ 6,000.00
*Fees of Entergy Services, Inc.
TOTAL $142,000.00
* Estimated
Item 3. Applicable Statutory Provisions
The Company believes that the above described transaction
may be subject to Sections 9(a) and 10 of the Act, and to
Rules 23, 24 and 44 thereunder.
Item 4. Regulatory Approval
The Company believes that no Federal or State commission
or regulatory body has jurisdiction over the proposed
transactions set forth in Item 1 hereof with the possible
exception of the Louisiana Public Service Commission.
Item 5. Procedure
1. The Company requests that the Commission's notice of
proposed transactions published pursuant to Rule 23(e) be
issued by September 20, 1996, or as soon thereafter as
practicable. The Company further requests that the
Commission's order authorizing the transactions proposed
in this proceeding be entered by JulyOctober 25, 1996 or
as soon thereafter as practicable.
2. The Company hereby waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission; consents that the Division of Investment
Management may assist in the preparation of the
Commission's decisions and/or order in this matter; and
requests that there be no waiting period between the
issuance of the Commission's order and the date it is to
become effective.
Item 6. Exhibits and Financial Statements
Section A. Exhibits
B-1 Agreement of Lease of Generating
Facilities by and between Entergy Gulf
States, Inc. as Lessor and Exxon
Corporation by and through two of its
Operating Divisions, Exxon Company
U.S.A. and Exxon Chemical Company, as
Lessee. (Exhibit B-1 is being filed
pursuant to Rule 104.)
B-2 Operating and Maintenance Service
Agreement by and between Entergy Gulf
States, Inc., as Lessor and Exxon
Corporation acting by and through two
of its Operating Divisions, Exxon
Company U.S.A. and Exxon Chemical
Company as Lessee. (Exhibit B-2 is
being filed pursuant to Rule 104.)
B-3 Base Facility Sublease and Lease of
Additions and Betterments by and
between Entergy Gulf States, Inc. as
Lessor and Exxon Corporation acting by
and through two of its Operating
Divisions, Exxon Company U.S.A. and
Exxon Chemical Company as Lessee.
(Exhibit B-3 is being filed pursuant to
Rule 104.)
B-4 The Reconfiguration Agreement by and
between Entergy Gulf States, Inc., as
Lessor and Exxon Corporation acting by
and through two of its Operating
Divisions, Exxon Company U.S.A. and
Exxon Chemical Company as Lessee.
B-5 The Amended and Restated Steam Contract
by and between Entergy Gulf States,
Inc., as Lessor and Exxon Corporation
acting by and through two of its
Operating Divisions, Exxon Company
U.S.A. and Exxon Chemical Company as
Lessee. (Exhibit B-5 is being filed
pursuant to Rule 104.)
B-6 The Contract for Electric Service by
and between Entergy Gulf States, Inc.,
as Lessor and Exxon Corporation acting
by and through two of its Operating
Divisions, Exxon Company U.S.A. and
Exxon Chemical Company as Lessee.
(Exhibit B-6 is being filed pursuant to
Rule 104.)
B-7 The Letter Agreement by and between
Entergy Gulf States, Inc., as Lessor
and Exxon Corporation acting by and
through two of its Operating Divisions,
Exxon Company U.S.A. and Exxon Chemical
Company as Lessee.
E. Map of properties described in Item 1.
(Exhibit E is being filed pursuant to
Form SE.)
**F. Opinion of Counsel.
G. Financial Data Schedule.
H. Proposed Form of Notice.
** To be filed by Amendment
Section B. Financial Statements
Financial Statements of Entergy Gulf States (reference is
made to Exhibit G hereto).
Financial Statements of Entergy and subsidiaries,
consolidated as of June 30, 1996.
Notes to Financial Statements of Entergy and Entergy Gulf
States included in the Annual Report on Form 10-K for the
fiscal year ended December 31, 1995 (filed in File
No. 1-9067, respectively, and incorporated by reference).
Except as reflected in the Financial Statements, no
material changes not in the ordinary course of business
have taken place since June 30, 1996.
Reference is made to Exhibit G hereto for a statement of
the proposed accounting treatment of the transactions
herein contemplated.
Item 7. Information as to Environmental Effects.
(a) As more fully described in Item 1, the proposed
transaction, subject to the jurisdiction of the
Commission, involve changes in the business relationship
between Exxon and the Company at La. St. 1, and, as such,
do not involve a major Federal action having a significant
impact on the human environment.
(b) Not applicable.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly
caused this Application/Declaration to be signed on its
behalf by the undersigned thereunto duly authorized.
ENTERGY GULF STATES, INC.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: September 9, 1996
Exhibit B-4
ELECTRICAL RECONFIGURATION AGREEMENT
BY AND BETWEEN
ENTERGY GULF STATES, INC.
AND
EXXON CORPORATION
ACTING BY AND THROUGH TWO OF ITS OPERATING DIVISIONS
EXXON COMPANY, U.S.A.
AND
EXXON CHEMICAL COMPANY
_________________, 1996
<PAGE>
ELECTRICAL RECONFIGURATION AGREEMENT
THIS AGREEMENT is made as of _____________, 1996 (the "Signing
Date") by and between ENTERGY GULF STATES, INC., a wholly-owned
subsidiary of ENTERGY CORPORATION, and a corporation organized
under the laws of the State of Texas ("GSU"), and EXXON
CORPORATION, a corporation organized under the laws of the State
of New Jersey, acting by and through two of its unincorporated
operating divisions, EXXON COMPANY, U.S.A. and EXXON CHEMICAL
COMPANY, including its division, EXXON CHEMICAL AMERICAS
(collectively, "Exxon");
WHEREAS, GSU owns and operates a steam and electric energy
generating facility known as Louisiana Station located adjacent
to Exxon's refining and petrochemical complex defined herein as
the Exxon Complex in East Baton Rouge Parish, Louisiana, which
includes the improvements commonly known as Louisiana Station No.
1, Louisiana Station No. 2, the Common Facilities and the land
upon which such improvements are situated;
WHEREAS, GSU and Exxon have contemporaneously herewith entered
into a Lease covering portions of Louisiana Station and giving
Exxon the rights to produce and own the steam and cogenerated
electricity from facilities at Louisiana Station to be known as
the Exxon Cogeneration Facilities;
WHEREAS, GSU currently owns certain of the transmission
facilities and Exxon currently owns certain of the transmission
facilities that transmit electricity from the Leased Facilities
to the Exxon Complex as depicted on Exhibit A (the "Existing
Configuration");
WHEREAS, Exxon and GSU have previously agreed to make certain
modifications to the transmission facilities included within the
Existing Configuration in the future (the "230 KV Ring Bus
Work"). Such modifications, together with other modifications to
the transmission facilities to remove the Line 787 T-Tap, which
are under study by Exxon and GSU, are expected to result in a
configuration substantially as depicted on Exhibit B (the
"Interim Configuration"); and
WHEREAS, the Parties desire to further modify the transmission
facilities included in the Interim Configuration in order to
permit the electric energy produced at the Exxon Cogeneration
Facilities to flow directly to the Exxon Complex through
transmission facilities that (with the exception of the Esso
Substation) will be owned by Exxon (the "Reconfiguration Work").
Such modifications are expected to result in a configuration
substantially as depicted on Exhibit C (the "Completed
Configuration").
NOW, THEREFORE, in consideration of the agreements and covenants
hereinafter set forth, and intending to be legally bound, GSU and
Exxon hereby covenant and agree as follows:
1. DEFINITIONS.
1 Definition of Agreement. The term "Agreement"
shall mean this Electrical Reconfiguration Agreement
composed of (i) this agreement; (ii) the Exhibits and
Appendix attached hereto, which are made a part hereof
for all purposes; and (iii) any amendments hereto or
thereto executed pursuant to the terms of this
Agreement.
2 Other Definitions Contained in Appendix. Other
capitalized terms that are used in this Agreement are
defined in Appendix A.
2. INTERIM CONFIGURATION.
1 Change to Interim Configuration. The Parties
recognize that due to changed circumstances, the
modifications to the Existing Configuration to be made
as part of the 230 KV Ring Bus Work or other
modifications contemplated outside of this Agreement
may not be made in the manner depicted on Exhibit B.
The Parties agree that the Reconfiguration Work does
not affect the Parties' rights and obligations with
respect to the 230 KV Ring Bus Work.
2 Changes in Work. The Parties agree that in the
event the actual modifications to the Existing
Configuration made as part of the 230 KV Ring Bus Work
or other modifications contemplated outside of this
Agreement are incompatible with the Reconfiguration
Work as set forth in this Agreement, the Parties shall
amend the GSU Work and/or the Exxon Work to the extent
necessary to integrate the Reconfiguration Work with
the Interim Configuration following the 230 KV Ring Bus
Work or other modifications contemplated outside of
this Agreement to reflect the Completed Configuration.
3. RECONFIGURATION WORK MODIFICATIONS.
1 Modifications to be Performed by GSU. Prior to
the Phase 2 Commencement Date, GSU shall make the
following modifications to GSU's facilities supplying
electric energy to the Exxon Complex (the "GSU Work"):
.1 Relocate, modify, construct and install
all facilities, including all 230 KV circuit
breakers, associated controls, 230 KV bus
extensions and support structures, necessary for
the connection of the 5A GT Generator Leads to the
Esso Substation;
.2 Connect the 5A GT Generator Leads to the
Esso Substation; and
.3 Review coordination and settings of all
affected 230 KV relays for which GSU is
responsible and adjust as required.
2 Modifications to be Performed by Exxon. Prior to
the Phase 2 Commencement Date, Exxon shall make the
following modifications to the facilities supplying
electric energy to the Exxon Complex (the "Exxon
Work"):
.1 Construct 13.8 KV transmission
facilities between the Exxon Cogeneration
Facilities and Bulk Stations 3 and 4 at the Enco
Substation (the "13.8 KV Transmission
Facilities");
.2 Connect the 13.8 KV Transmission
Facilities to Steam Turbine Generators 2A and 3A
at the Exxon Cogeneration Facilities and the
13.8 KV facilities at Bulk Stations 3 and 4 at the
Enco Substation;
.3 Construct the 5A GT Generator Leads and
connect the 5A GT Generator Leads to the 5A Gas
Turbine; and
.4 Review coordination and settings for all
affected 230 KV and 13.8 KV relays for which Exxon
is responsible and adjust as required.
3 Amendment of Reconfiguration Work. The Parties
agree that in the event the Reconfiguration Work is
changed from that set forth in this Agreement or the
Completed Configuration as set forth in this Agreement
does not accurately reflect the actual modifications to
the Interim Configuration made as part of the
Reconfiguration Work, the Parties shall amend this
Agreement to the extent necessary to accurately reflect
the Completed Configuration following the
Reconfiguration Work.
4 Review of Technical Drawings and Specifications.
.1 GSU's Right to Review. Prior to bidding
its construction of and modifications to its
facilities hereunder, Exxon shall submit all of
its final plans, drawings and specifications for
the Exxon Work (the "Exxon Plans") to GSU for
GSU's review and comment. GSU shall respond with
its comments regarding the Exxon Plans within
thirty (30) days of its receipt of same. Any
subsequent material changes to the Exxon Plans
shall likewise be submitted to GSU for its review
and comment within thirty (30) days of its receipt
of same.
.2 Exxon's Right to Review. Prior to
bidding its construction of and modifications to
its facilities hereunder, GSU shall submit all of
its plans, drawings and specifications for the GSU
Work (the "GSU Plans") to Exxon for Exxon's review
and comment. Exxon shall respond with its
comments regarding the GSU Plans within thirty
(30) days of its receipt of same. Any subsequent
material changes to the GSU Plans shall likewise
be submitted to Exxon for its review and comment
within thirty (30) days of its receipt of same.
.3 Legal Compliance of all Technical
Specifications. Each of GSU and Exxon shall be
solely responsible for insuring that the GSU Plans
and the Exxon Plans, respectively, are in
compliance with all Applicable Laws.
5 Performance of Work.
.1 Quality. GSU and Exxon shall perform
their respective work in a good and workmanlike
manner and in conformance with Good Utility
Practices. The Parties shall perform such work so
as to be free of any defects in design and
workmanship, utilize new or like-new materials and
be in accordance with the GSU Plans and the Exxon
Plans, respectively.
.2 Testing and Reperformance of Work. GSU
and Exxon shall each perform such tests as the
other Party may require to verify that the GSU
Work and the Exxon Work, respectively, comply with
Section 3.5.1. Each Party shall have the right to
be present at all tests of the other Party's work
and each Party shall promptly correct any
deficiencies in its work discovered through such
testing.
6 Work Schedule and Mutual Cooperation. The Parties
shall schedule and perform the GSU Work and the Exxon
Work in accordance with a sequencing and time line
schedule to be established by mutual agreement of the
Parties. Exxon and GSU agree that each will coordinate
and cooperate fully with the other to facilitate the
construction and integration of the Reconfiguration
Work without interference with the activities or
facilities of the other Party. To ensure such
cooperation, prior to the Phase 2 Commencement Date,
Exxon and GSU will establish mutually acceptable
management and working level contacts and protocols to
provide for proper management oversight and stewardship
of all work, modifications and day-to-day operations of
the Parties contemplated by this Agreement.
7 Amendment of Operating Agreements. That certain
Operating Agreement by and between GSU and Exxon for
operation of the Exxon Substation dated June 1, 1977,
as amended (the "Exxon Substation Operating
Agreement"), and that certain Operating Agreement by
and between GSU and Exxon for operation of the Enco
Substation dated May 31, 1990 (the "Enco Substation
Operating Agreement"), are hereby deemed amended as
necessary to reflect the changes to the electrical
facilities at the Exxon Complex contemplated by the
Reconfiguration Work. Upon the request of either
Party, the Parties shall enter into formal written
amendments of the Exxon Substation Operating Agreement
and Enco Substation Operating Agreement that reflect
the Reconfiguration Work.
8 Amendment of Servitude Agreements. That certain
Servitude Agreement by and between GSU and Exxon dated
October 20, 1971, recorded June 6, 1972, as ORIGINAL 47
of BUNDLE 7976, Conveyance Records of East Baton Rouge
Parish, Louisiana (the "Esso Substation Servitude
Agreement"), and that certain Servitude Agreement by
and between GSU and Exxon dated January 26, 1976,
recorded January 30, 1976, as ORIGINAL 411 of BUNDLE
913, Conveyance Records of East Baton Rouge Parish,
Louisiana (the "Exxon Substation Servitude Agreement"),
shall be amended as necessary to reflect the changes to
the electrical facilities at the Exxon Complex
contemplated by the Reconfiguration Work. Upon the
request of either Party, the Parties shall enter into
formal written amendments of the Esso Substation
Servitude Agreement and Exxon Substation Servitude
Agreement that reflect the easements and servitudes
required by GSU for the GSU transmission facilities in
place on Exxon property as altered by the
Reconfiguration Work.
4. EXXON RESPONSIBILITY FOR RECONFIGURATION WORK COSTS.
1 Facilities Charge. GSU shall be compensated by
Exxon for GSU's performance of the GSU Work through a
"Facilities Charge" pursuant to GSU's Schedule FC,
Facilities Charge Rider attached hereto as Exhibit D,
which Facilities Charge shall be inclusive of all of
the reasonable costs incurred by GSU in performing its
obligations under Section 3.1 and in providing the
continuing maintenance of the new facilities
contemplated by this Agreement. The Facilities Charge
shall be payable and paid by Exxon to GSU in accordance
with the terms and provisions of the Existing Electric
Service Agreement, so long as such agreement is in
force and effect, and thereafter under and in
accordance with the terms and provisions of the New
Electric Service Agreement from and after the effective
date thereof.
2 Statement. Upon completion of the GSU Work, GSU
shall prepare and submit in accordance with
Section 12.3 to Exxon a statement notifying Exxon of
the completion of the GSU Work and the cost thereof, in
a form acceptable to Exxon, accompanied by supporting
documentation reasonably satisfactory to Exxon,
including all bills, charges, invoices, credits,
vouchers and rebates for equipment, materials and labor
incurred by GSU in performing the GSU Work.
3 Audits. Exxon or its duly authorized
representative shall be entitled to conduct an audit of
all costs and expenses included in GSU's statement
pursuant to Section 4.2. Exxon or its duly authorized
representatives shall have, upon reasonable notice and
during normal working hours, the right to interview GSU
personnel and to inspect and copy any and all records,
contracts, subcontracts, correspondence, data, charts,
reports, analyses, invoices, ledgers, payment advises
or other documents for the purposes set forth in
Section 4.1. Such audit shall be reasonable in
duration. GSU shall retain all records and documents
related to this Agreement, the Lease or the
Contemporaneous Agreements for a period of four (4)
calendar years subsequent to the calendar year in which
the document was created. Neither Exxon's audit right
under this Section 4.3 nor its exercise of that right
shall relieve GSU of any of its obligations under this
Agreement.
4 Disputed Amounts. In the event Exxon, in good
faith, disputes the costs of the GSU Work included in
GSU's statement rendered pursuant to Section 4.2, and
the Parties are unable to agree on a mutually
satisfactory resolution of the dispute, the Parties
shall submit the matter to arbitration pursuant to
Section 4.5. Pending resolution of the dispute by
arbitration, Exxon shall nevertheless provisionally pay
any disputed amounts as part of the Facilities Charge.
In the event that GSU includes any amounts in the
Facilities Charge in excess of the amount found by the
arbitrators to be due and owing GSU, GSU shall
immediately credit Exxon with all amounts found to have
been overpaid by Exxon plus interest at the rate (the
"Late Payment Rate") of the lesser of one and one-half
percent (1.5%) per month or the highest rate permitted
by law from the date due to the date on which such
amounts and the interest thereon are paid and shall
immediately adjust the Facilities Charge as necessary
to comply with the decision of the arbitrators.
5 Arbitration. In the event the Parties are unable
to negotiate a resolution of a dispute regarding the
costs of the GSU Work included in GSU's statement
rendered pursuant to Section 4.2 after thirty (30)
days, either Party may demand arbitration conducted in
accordance with the Commercial Arbitration Rules of the
American Arbitration Association ("AAA"), including
"expedited procedures," if applicable, but without
regard to the amount in dispute, unless either Party
objects in writing to the use of such expedited
procedures. With respect to any dispute being
arbitrated, the arbitrator shall be limited to ruling
for the recommended value or recommended finding or
outcome of either Exxon or GSU, as submitted to the
arbitrator by the Parties at the arbitration
proceeding, but without the right or ability to
determine another value, finding or outcome. Unless
the dispute is subject to expedited procedures, in
which case the arbitrator shall be appointed by the AAA
in accordance with its rules for expedited procedures,
concurrent with making such a demand, the demanding
Party shall specify the name and address of the
arbitrator selected by it. The other Party shall
within twenty (20) days of receipt of the arbitration
demand select its arbitrator. If either Party fails to
select an arbitrator in a timely manner, then the other
Party may request the AAA to appoint within fifteen
(15) days of request the arbitrator for the other
Party. The two arbitrators thus selected shall within
fifteen (15) days of the selection of the second
arbitrator select the third arbitrator, who shall chair
the arbitration panel. Should the two Party-appointed
arbitrators fail to timely appoint the third
arbitrator, then either Party may request the AAA to
appoint within fifteen (15) days of request the third
arbitrator. Unless the Parties otherwise agree, the
arbitration shall be held in Baton Rouge, Louisiana.
The arbitrator shall apply the substantive laws of the
State of Louisiana. The Parties shall proceed with the
arbitration expeditiously with the intent that a
decision be rendered within one hundred twenty (120)
days from the filing of the demand for arbitration by
the initiating Party. The decision of the arbitrator
will be final and binding on both Parties and may be
enforced in any court having jurisdiction. Pending
resolution of any dispute hereunder, each Party shall
continue to perform under this Agreement. Resolution
of any dispute involving the payment of money by one
Party to the other shall include payment of interest as
set forth herein with respect to the issue in dispute.
Each Party shall bear its own expenses, including
counsel fees. The arbitrator shall apportion their
fees and expenses, the filing fee and other
administrative costs in the award based upon the
respective merit of the positions of the Parties.
5. INDEMNITY.
1 General Indemnity. Except as otherwise
specifically provided herein, Exxon and GSU shall each
indemnify, defend and hold harmless the other Party,
such Party's Affiliates and their respective employees,
agents, contractors, subcontractors and
representatives, from and against any and all third-
party claims, demands, fines, penalties, judgments,
losses and causes of action (including, without
limitation, reasonable attorneys' fees, defense and
settlement costs, and other reasonable costs and
expenses incidental thereto) ("Indemnified Loss"),
arising out of or related to either Party's performance
of its work hereunder which are asserted by any Person
(including, without limitation, the respective
employees of Exxon or GSU) for personal injury, death
or loss of or damage to property, which solely arises
out of the negligence, gross negligence or willful
misconduct of the indemnitor, its Affiliates and their
respective employees, agents, contractors,
subcontractors and representatives under this
Agreement. Where personal injury, death or loss of or
damage to property is the result of the joint
negligence, gross negligence or willful misconduct of
Exxon and GSU, the indemnitor's duty of indemnification
shall be in proportion to its allocable share of such
joint negligence, gross negligence or willful
misconduct.
2 Indemnification Procedure. In the event that any
Person asserts a claim against GSU or Exxon with
respect to any matter which is covered by the
indemnities contained in this Agreement, the Party
against whom the claim is asserted (the "Indemnified
Party") shall give prompt notice to the other Party
(the "Indemnifying Party"), and the Indemnifying Party
shall have the right, at its election, to assume
control of such matter at its own expense by giving
prompt written notice to the Indemnified Party, using
counsel reasonably acceptable to the Indemnified Party;
provided, however, that (i) the Indemnified Party shall
at all times have the right, at its option and expense,
to participate fully therein and (ii) if the
Indemnifying Party does not give such notice and does
not proceed diligently to defend the claim, within
thirty (30) days after receipt of notice of the claim,
the Indemnified Party shall have the right, but not the
obligation, to take control of such matter for the
account of and at the risk of the Indemnifying Party,
and the Indemnifying Party shall be bound by any
defense or settlement that the Indemnified Party may
make. The Parties shall cooperate in the conduct of
such matter, and the defending Party shall have
reasonable access to the books, records and personnel
in the possession or control of the other Party to the
extent pertinent to the matter. The Parties agree that
the Indemnified Party may join, at its own cost and
expense, the Indemnifying Party in any action, claim or
proceeding brought by a third party, as to which any
right or indemnity granted to such Indemnified Party
pursuant to this Agreement would or might apply, for
the purpose of enforcing such right of indemnity.
3 No Limitation of Indemnity by Insurance. Neither
Party's indemnity obligations under this Article 5
shall be limited to the amount of insurance carried by
the Indemnifying Party.
6. SUCCESSORS AND ASSIGNS.
This Agreement shall bind and inure to the benefit of the
Parties hereto, their successors and assigns; provided,
however, that no assignment of this Agreement by either
Party shall be binding on the other Party until the assignee
has agreed with such other Party, in writing, to be bound by
the terms and conditions hereof as then in effect.
7. GOVERNING LAW.
This Agreement shall be governed by and construed in
accordance with the internal substantive laws of the State
of Louisiana.
8. NOTICES.
1 Date Notice Is Deemed Given. Notices provided for
herein may be given by personal delivery, by express,
registered or certified mail or by an overnight or
messenger delivery service that maintains regular
records of delivery and receipt, or by telecopier
facsimile; provided that a facsimile must be confirmed
in writing by another method authorized under this
Section 8.1 within forty-eight (48) hours to the Party
for whom intended at the addresses given below, or to
such other addresses as such Party may hereafter
substitute therefor by notice to the other by
registered mail. If a notice is sent by telecopier, it
shall be deemed given as of the time transmitted
(provided it is confirmed as provided in the prior
sentence), unless transmitted after 5:00 p.m. local
time of the recipient, in which case notice shall be
deemed to have been given on the following Business
Day. If a notice is sent by overnight or messenger
delivery service, it shall be deemed given as of the
next Business Day, unless otherwise demonstrated by a
signed receipt. If a notice is sent by registered or
certified mail, it shall be deemed given on the third
Business Day after being placed in the custody of the
U.S. mail service, except as otherwise demonstrated by
a signed receipt. Notwithstanding the date that a
notice would be deemed given as determined above, if
such deemed date is not a Business Day, the notice will
be deemed to have been given on the following Business
Day.
2 Agency. All notices to be sent to Exxon under
this Agreement shall be sent to Exxon Company, U.S.A.,
which shall receive them for itself and as the agent
for Exxon Chemical Company. All notices to be sent or
made hereunder to GSU shall be sent and made by Exxon
Company, U.S.A., acting for itself and as the agent of
Exxon Chemical Company, or by Exxon Chemical Company,
acting for itself and as the agent of Exxon Company,
U.S.A.
3 Personal Delivery; Notice Addresses. A written
notice personally delivered to GSU must be personally
delivered to the Plant Manager-Louisiana Station or to
his designated representative. A written notice
personally delivered to Exxon must be personally
delivered to the Manager or Acting Manager of the
Baton Rouge Refinery of Exxon Company, U.S.A. Notice
by mail, whether by express, registered or certified
mail, or overnight or messenger delivery service shall
be sent to the addresses listed below, unless changed
pursuant to the provisions of Section 8.1:
GSU: Plant Manager - Louisiana Station
Entergy Gulf States, Inc.
Gulf States Road
Baton Rouge, Louisiana 70808
Facsimile: (504) 354-4052
Telephone: (504) 354-4043
With a copy to:
Entergy Services Inc.
Legal Department
639 Loyola Avenue - 26th Floor
New Orleans, Louisiana 70113
Attention: General Counsel
Facsimile: (504) 569-4150
Telephone: (504) 576-4214
Exxon: Manager - Baton Rouge Refinery
Exxon Company, U.S.A.
4045 Scenic Highway
Baton Rouge, Louisiana 70805-3359
Facsimile: (504) 359-7619
Telephone: (504) 359-7848
With a copy to:
Refinery Attorney- Baton Rouge Refinery
Exxon Company, U.S.A.
4045 Scenic Highway
Baton Rouge, Louisiana 70805-3359
Facsimile: (504) 359-7619
Telephone: (504) 359-4921
9. TERM.
Unless sooner terminated pursuant to any provision hereof,
and except as provided in Article 10, this Agreement shall
terminate upon the completion and satisfactory testing of
the GSU Work and the Exxon Work.
10. SURVIVAL.
The provisions of Sections 3.3, 3.7, 3.8, 4.1, 4.3, 4.4 and
4.5 and Articles 5, 6, 7 and 8 shall survive any
termination or cancellation of this Agreement.
11. ENTIRE AGREEMENT.
1 Supersession of Previous Understandings. This
Agreement, including its Appendix and Exhibits,
contains the entire agreement between the Parties
with respect to the subject matter hereof,
superseding any and all previous understandings
between the Parties related to such subject matter.
2 Writing Requirement and Authorization. No
amendments or modifications of this Agreement shall
be valid unless evidenced in writing and signed by
duly authorized representatives of both Parties.
12. COUNTERPARTS.
This Agreement may be executed for the convenience of the
Parties in identical separate counterparts.
13. BUSINESS PRACTICES.
1 Avoidance of Conflicts of Interest. The
Parties shall exercise reasonable care and diligence
to prevent any actions or conditions that could
result in a conflict of interest between the
Parties. This obligation shall apply to the
activities of the Parties in their relations with
the employees of the other Party and the families of
such employees, engineers, vendors, contractors,
subcontractors and third parties arising under this
Agreement or the performance of the Parties'
obligations hereunder. The Parties' efforts shall
include establishing precautions to prevent making,
receiving, providing or offering substantial gifts,
extravagant entertainment, payments, loans or other
considerations for the purpose of influencing
individuals to act contrary to the other Party's
best interest.
2 Compliance with Laws. GSU and Exxon shall
comply in all material respects, and secure
compliance in all material respects by their
respective agents, representatives and contractors,
with all Applicable Laws with regard to their
activities conducted hereunder.
3 Agreement to Notify. Each Party agrees to
notify the other promptly upon discovery of any
instance in which such Party has failed to comply
with any of the provisions of this Agreement.
4 Accuracy of Invoices and Reports. All invoices
and reports rendered by one Party to the other in
accordance with this Agreement shall properly
reflect the facts about all activities and
transactions conveyed. The receiving Party may rely
upon such invoices and reports as being complete and
accurate in any further recording and reporting by
the receiving Party.
This Agreement is executed and delivered as of the
Signing Date, by duly authorized representatives of the
respective Parties hereto in the presence of the undersigned
competent witnesses.
WITNESSES: ENTERGY GULF STATES, INC.
By:
Name:
Title:
Date:
WITNESSES: EXXON COMPANY, U.S.A.,
a division of EXXON CORPORATION
By:
Name:
Title:
Date:
WITNESSES: EXXON CHEMICAL COMPANY,
a division of EXXON CORPORATION
By:
Name:
Title:
Date:
<PAGE>
APPENDIX A
TO
ELECTRICAL RECONFIGURATION AGREEMENT
DEFINED TERMS
The term "AAA" shall have the meaning given to it in Section 4.5.
The term "Additions" shall mean each and all of the 5A Gas
Turbine, any new water treatment facilities, or additions to the
existing water treatment facilities constituting a portion of the
Base Facility that Exxon may install, the electrical facilities
required to boost electrical power onto the 230 KV transmission
system and any other improvements, fixtures, equipment and
facilities added by Exxon during the Term of the Lease that are
not Betterments.
The term "Affiliate" shall mean any Person (i) in which the
designated Party now or hereafter owns or otherwise controls,
directly or indirectly, fifty percent (50%) or more of the voting
stock, partnership units or other indicia of equity, or (ii)
which now or hereafter owns or controls fifty percent (50%) or
more of the voting stock, partnership units or other indicia of
equity of the designated Party, or (iii) as to which fifty
percent (50%) or more of the voting stock, partnership units or
other indicia of equity of such Person and the designated Party
are owned by the same Person. For the purposes of this
definition, stock, partnership units or other indicia of equity
owned or controlled by a Person shall be deemed to include all
stock, partnership units or other indicia of equity owned or
controlled, directly or indirectly, by any other company or other
legal entity of which such Person owns or controls, directly or
indirectly, fifty percent (50%) or more of the voting stock,
partnership units or other indicia of equity.
The term "Agreement" shall have the meaning given to it in
Section 1.1.
The term "Applicable Laws" shall mean any statute, law,
regulation, ordinance, rule, judgment, rule of law, order,
decree, Permit, approval, concession, grant, franchise, license,
agreement, requirement or other governmental restriction or any
similar form of decision of, or determination by, or any
interpretation or administration of any of the foregoing by, any
Governmental Authority, whether now or hereinafter in effect and
in each case as amended (including, without limitation, any
thereof pertaining to land use or zoning restrictions and any
Environmental Law), as interpreted and enforced at the time in
question.
The term "Base Facility" shall mean those improvements, fixtures,
equipment and facilities being leased to Exxon, being a portion
of Louisiana Station No. 1 and including the 4A Gas Turbine and
its heat recovery steam generator, the 4A GT Generator Leads
(including those portions of the 4A GT Generator Leads lying
outside of the Louisiana Station Site), boilers 1A, 2A, 3A and 9,
steam turbine generators 1A, 2A and 3A, the waste storage and
waste treatment facilities, the demineralizer water plant, the
inverter located within the 138 KV relay house (as shown and
labeled on Exhibit A of the Lease) and all associated Rights of
Way Improvements and other associated improvements, fixtures,
equipment and facilities, including the spare parts listed on
Schedule 2.1 of the Lease.
The term "Betterment" shall mean any capital repair, replacement,
alteration, modernization, substitution or upgrade to the Base
Facility made by Exxon during the Lease term that is directly
integral to the Base Facility.
The term "Business Day" shall mean any day that is not a
Saturday, Sunday or holiday on which national banks in Baton
Rouge, Louisiana are closed for business.
The term "Commercial Operation" shall mean the date on which the
5A Gas Turbine first achieves one hundred (100) hours of
continuous operation at its rated capacity for electricity and
steam production with appropriate adjustments to the rated
capacity for ambient temperature and barometric pressure.
The term "Common Facilities" shall have the meaning given to it
in Section 3.3 of the Lease. The Common Facilities are depicted
in yellow or outlined in dotted yellow lines on Exhibit A of the
Lease.
The term "Completed Configuration" shall have the meaning given
to it in the fifth WHEREAS clause of this Agreement and is
depicted on Exhibit C.
The term "Contemporaneous Agreements" shall have the meaning
given to it in Appendix A to the Lease.
The term "Enco Substation" shall mean the Exxon-owned 230 KV
substation located East of the Illinois Central Railroad Company
tracks across from Louisiana Station at the west end of Exxon's
Knox Field near the intersection of 21st Street and Avenue "W."
The term "Enco Substation Operating Agreement" shall have the
meaning given to it in Section 3.7.
The term "Environmental Law" shall mean any and all Applicable
Laws relating to the protection of the environment, human health,
safety or natural resources (including, without limitation,
wetlands, wildlife, aquatic and terrestrial species and
vegetation), or to emissions, discharges, Releases or threatened
Releases of Hazardous Materials into the environment including
ambient air, surface water, groundwater or land, or otherwise
relating to the handling, use, treatment, storage, disposal or
transport of Hazardous Materials.
The term "Esso Substation" shall mean the GSU-owned 230 KV
substation which provides electric service to a portion of the
Exxon Complex and which is located at the east end of Exxon's
Knox Field near the intersection of 19th Street and Avenue "K."
The term "Esso Substation Servitude Agreement" shall have the
meaning given to it in Section 3.8.
The term "Existing Configuration" shall have the meaning given to
it in the third WHEREAS clause of this Agreement and is depicted
on Exhibit A.
The term "Existing Electric Service Agreement" shall mean the
Contract for Electric Service between GSU and Exxon dated
August 1, 1990.
The term "Exxon" shall have the meaning given it in the
Introductory Paragraph.
The term "Exxon Cogeneration Facilities" shall mean the Leased
Premises and the Improvements.
The term "Exxon Complex" shall mean: (i) in East Baton Rouge
Parish, Louisiana, the refinery, petrochemical manufacturing
plants and other facilities, including the Exxon Research and
Development Laboratory, now or hereafter owned, leased or
operated by Exxon and/or its Affiliates, divisions, subsidiaries
or assignees located on lands adjacent to Louisiana Station
within an industrial area of Baton Rouge, Louisiana, which lies
between the Mississippi River on the West, Interstate Highway 110
on the East, Chippewa Street on the South and U.S. Highway 190 on
the North; and (ii) in West Baton Rouge Parish, Louisiana, the
Anchorage Tank Farm, the Anchorage Chemical Terminal, the Port
Allen Lubricants Plant and any other facilities now or hereafter
owned, leased or operated by Exxon and/or its Affiliates,
divisions, subsidiaries or assignees in the vicinity of the
Anchorage Tank Farm.
The term "Exxon Plans" shall have the meaning given to it in
Section 3.4.1.
The term "Exxon Substation" shall mean the Exxon-owned 230 KV
substation located to the west of the Illinois Central Railroad
tracks in an area adjacent to Exxon's refinery waste water
treatment plant near the intersection of East River Road and
Barge Road.
The term "Exxon Substation Operating Agreement" shall have the
meaning given to it in Section 3.7.
The term "Exxon Substation Servitude Agreement" shall have the
meaning given to it in Section 3.8.
The term "Exxon Work" shall have the meaning given to it in
Section 3.2.
The term "Facilities Charge" shall have the meaning given to it
in Section 4.1.
The term "5A Gas Turbine" shall mean the gas turbine unit,
together with its heat recovery steam generator and associated
facilities and equipment, which Exxon intends to construct on the
5A Plot as part of the Additions.
The term "5A GT Generator Leads" shall mean the facilities to be
constructed by Exxon to connect the 5A Gas Turbine to the Esso
Substation.
The term "5A Plot" shall mean the portion of the Leased Premises
so depicted and labeled on Exhibit A of the Lease upon which
Exxon intends to install the 5A Gas Turbine.
The term "Force Majeure" shall mean any act or event, not within
the control of the Party asserting such cause and which by the
exercise of due diligence such Party could not have avoided,
whether of a kind herein enumerated or otherwise, that in fact
prevents the affected Party from performing its obligations
hereunder in accordance with the provisions hereof, including
acts of God; epidemics; landslides; earthquakes; lightning;
hurricanes; storms and tornadoes; extreme cold; floods; droughts;
fires; explosions; chemical releases; acts of civil disorder;
acts of the public enemy; sabotage; wars; blockades; riots; mass
protests; work stoppages and other labor disputes, lockouts,
walkouts and strikes; failure or unavailability of material
supply (including fuel curtailments or rationing) or shipping;
and any other uncontrollable causes.
The term "4A Gas Turbine" shall mean the gas turbine unit,
together with its heat recovery steam generator and associated
facilities and equipment, that constitutes a portion of the Base
Facility.
The term "4A GT Generator Leads" shall mean the facilities
connecting the 4A Gas Turbine to the Exxon Substation.
The term "Good Utility Practices" shall mean the practices,
methods and acts which are generally approved or followed by
operators in the United States utility industry supplying steam
and electricity that at a particular time, in the exercise of
reasonable judgment in light of the facts known or that
reasonably should have been known at the time a decision was
made, would have been expected to accomplish the desired result
in a commercially reasonable manner taking into account
consideration of law, regulation, availability, capacity,
reliability, safety, environmental protection, efficiency,
economy, expedition and budgetary constraints, if any. With
respect to the Exxon Cogeneration Facilities, Good Utility
Practices include taking reasonable steps to ensure that:
(i) Adequate materials, resources and supplies are
available to meet the needs of the Exxon
Cogeneration Facilities under normal conditions and
reasonably anticipated abnormal conditions;
(ii) Sufficient operating, maintenance and
supervisory personnel are available and adequately
trained and experienced to operate, maintain and
supervise the Exxon Cogeneration Facilities
properly, efficiently and within manufacturer's
guidelines and specifications and are capable of
responding properly to emergency conditions;
(iii)Routine Maintenance, preventative and
nonroutine maintenance and repairs are performed on
a basis that ensures reliable, safe and long-term
operation, and are performed by knowledgeable,
trained and experienced personnel utilizing proper
equipment, tools and procedures;
(iv) Appropriate monitoring and testing are done
periodically to ensure that equipment is functioning
as designed and to provide assurance that equipment
will function properly under both normal and
emergency conditions; and
(v) Equipment is operated in a safe manner as to
workers, the general public and the environment and
with regard to defined limitations such as steam
pressure, temperature and moisture content, chemical
content and quality of make-up water, operating
voltage, range, current, frequency, rotational
speed, polarity, synchronization and control system
limits.
The term "Governmental Authority" shall mean any governmental
department, commission, board, bureau, agency, regulatory
authority, instrumentality or judicial or administrative body,
federal, state or local, having or asserting jurisdiction over
the matter or matters in question.
The term "GSU" shall have the meaning given to it in the
Introductory Paragraph.
The term "GSU Plans" shall have the meaning given to it in
Section 3.4.2.
The term "GSU Regulatory Approvals" shall have the meaning given
to it in Appendix A to the Lease.
The term "GSU Work" shall have the meaning given to it in Section
3.1.
The term "Hazardous Material" shall mean (i) any petroleum or
petroleum products, flammable explosives, radioactive materials,
asbestos in any form that is or could become friable, urea
formaldehyde foam insulation, transformers or other equipment
that contain dielectric fluid containing polychlorinated
biphenyls and (ii) any chemicals, materials or substances defined
as or included in the definition of "hazardous wastes,"
"extremely hazardous wastes," "hazardous materials," "extremely
hazardous materials," "restricted hazardous wastes," "toxic
substances," "toxic pollutants," "contaminants" or "pollutants,"
or words of similar import, under any applicable Environmental
Law.
The term "Improvements" shall mean the Base Facility, the
Betterments and the Additions, or, as context requires, any
portion of the foregoing.
The term "Indemnified Loss" shall have the meaning given to it in
Section 5.1.
The term "Indemnified Party" shall have the meaning given to it
in Section 5.2.
The term "Indemnifying Party" shall have the meaning given to it
in Section 5.2.
The term "Interim Configuration" shall have the meaning given to
it in the fourth WHEREAS clause of this Agreement and is depicted
on Exhibit B.
The term "KV" shall mean one thousand (1,000) volts.
The term "Late Payment Rate" shall have the meaning given to it
in Section 4.4.
The term "Lease" shall mean that certain Agreement for Lease of
Generating Facilities dated as of the Signing Date, executed by
and between GSU and Exxon, pursuant to which GSU agrees to lease
the Leased Facilities to Exxon.
The term "Leased Facilities" shall mean the Leased Premises and
the Base Facility. The Leased Facilities are shown on Exhibit A
of the Lease.
The term "Leased Premises" shall mean the land depicted in green,
and the 5A Plot as depicted in blue, on Exhibit A of the Lease
and the floor space and pipe bridge area outlined by dotted green
lines on Exhibit A of the Lease. The Leased Premises are
described by metes and bounds on Exhibit B-1 of the Lease.
The term "Line 787 T-Tap" shall mean the 230 KV transmission
facilities interconnecting the "L787" and "L350" transmission
lines existing prior to the Interim Configuration, as depicted on
Exhibit A.
The term "Louisiana Station" shall mean the steam and electricity
generating facilities located in Baton Rouge, Louisiana, owned by
GSU and consisting of two units known as Louisiana Station No. 1
and Louisiana Station No. 2 and associated Common Facilities,
switchyards and other improvements. Louisiana Station is
depicted on Exhibit A of the Lease.
The term "Louisiana Station No. 1" shall mean boilers 1A, 2A, 3A,
2, 3, 4, 5, 6, 7, 8 and 9, the 4A Gas Turbine and its heat
recovery steam generator, the 4A GT Generator Leads, steam
turbine generators 1, 2, 3, 4, 5, 6, 1A, 2A and 3A and all
associated land, fixtures, equipment and facilities.
The term "Louisiana Station No. 2" shall mean steam turbine
generators 7, 8 and 9, boilers 10, 11 and 12, cooling towers 3
and 4 and all associated land, fixtures, equipment and
facilities.
The term "New Electric Service Agreement" shall mean the Electric
Service Agreement to be executed between the Parties following
the Signing Date in accordance with the Electric Service Letter
Agreement and such other terms and conditions to which the
Parties may agree which shall replace the Existing Electric
Service Agreement and the Existing Backup Power Agreement.
The term "Party" shall mean either GSU or Exxon, individually,
and the term "Parties" shall mean GSU and Exxon, collectively.
The term "Permit" shall mean any permit, waiver, exemption,
variance, franchise, order, approval, license or similar
authorization of or from any federal, state or local government,
authority, agency, court or other body having or asserting
jurisdiction over the matter in question.
The term "Person" shall mean any individual, corporation,
partnership, joint venture, association, limited liability
company, joint stock company, trust, unincorporated organization
or government party.
The term "Phase 1" shall mean a time period beginning on the
Phase 1 Commencement Date and ending on midnight of the day prior
to the Phase 2 Commencement Date.
The term "Phase 1 Commencement Date" shall mean the first day of
the first calendar month following that in which the Regulatory
Approval Date occurs.
The term "Phase 2 Commencement Date" shall mean the earlier of
(i) the first day of the calendar month following the day on
which Commercial Operation first occurs or (ii) the first day of
the calendar month following the thirty (30) month anniversary of
the Regulatory Approval Date; provided, however, the date on
which the Phase 2 Commencement Date would otherwise occur under
this clause (ii) shall be extended day for day for Force Majeure
delays incurred by Exxon in (a) obtaining Permits, (b) the
design, construction and installation of the Additions and
Betterments and/or (c) commissioning and start-up of the 5A Gas
Turbine and other Additions and Betterments contemplated by Exxon
following mechanical completion thereof.
The term "Reconfiguration Work" shall have the meaning given to
it in the fifth WHEREAS clause of this Agreement.
The term "Regulatory Approval Date" shall mean the date on which
GSU first notifies Exxon that GSU has obtained all required GSU
Regulatory Approvals pursuant to Section 6.1 of the Lease.
The term "Releases" shall mean disposing, discharging, injecting,
spilling, leaking, leaching, dumping, pumping, pouring, emitting,
escaping, emptying, seeping, placing and the like of Hazardous
Materials into and upon any land or water or air, or otherwise
entering into the environment.
The term "Rights of Way Improvements" shall have the meaning
given to it in Section 2.2 of the Lease.
The term "Signing Date" shall have the meaning given to it in the
Introductory Paragraph.
The term "Steam Agreement" shall mean, collectively, the Contract
for Steam and Cogenerated Electric Service dated July 26, 1987,
the Letter Agreement regarding service from the No. 9 Boiler
dated September 4, 1991 and the Letter Agreement regarding
delivery of 600 psig steam dated as of August 27, 1979.
The term "Steam Agreement Amendments" shall mean the amendments
to the Steam Agreement to be executed between the Parties as of
the Signing Date.
The term "Steam Turbine Generators 2A and 3A" shall mean the
steam driven turbine electric energy generators at the Louisiana
Station commonly known as Steam Turbine Generator 2A and Steam
Turbine Generator 3A.
The term "Sublease" shall mean that certain Base Facility
Sublease between Exxon, as sublessor, and GSU, as sublessee, by
which GSU subleases the Base Facility and the portion of the
Leased Premises not including the 5A Plot from Exxon during
Phase I.
The term "Term" shall have the meaning given to it in Appendix A
of the Lease.
The term "13.8 KV Transmission Facilities" shall have the meaning
given to it in Section 3.2.1.
The term "230 KV Ring Bus Work" shall have the meaning given to
it in the fourth WHEREAS clause of this Agreement.
<PAGE>
EXHIBIT A
EXISTING CONFIGURATION
<PAGE>
EXHIBIT B
INTERIM CONFIGURATION
<PAGE>
EXHIBIT C
COMPLETED CONFIGURATION
<PAGE>
EXHIBIT D
SCHEDULE FC, FACILITIES CHARGE RIDER
Exhibit B-7
July 25, 1996
Mr. Michael S. Turner
Exxon Chemical Company
13501 Katy Freeway
Houston, TX 77079
Re: Electric Service Agreement and Transmission Service Agreement
Exxon Refinery and Petrochemical Complex at Baton Rouge, LA
Dear Mr. Turner:
As a result of the restructuring of the business
relationship between Exxon Corporation, a corporation
organized under the laws of New Jersey, acting by and
through two of its unincorporated divisions, Exxon Company,
U.S.A. and Exxon Chemical Company (collectively, "Exxon")
and Entergy Gulf States, Inc. ("Gulf States"), including,
among other things, Exxon's lease and modernization of
portions of Louisiana Station, it will be necessary to
replace the Contract for Standby and Maintenance Electric
Service, dated July 26, 1987, between Exxon and Gulf States
and the Contract for Electric Service, dated August 1, 1990,
between Exxon and Gulf States with various new agreements.
Although the attached are not the complete agreements, the
new agreements will include, among others, the terms and
conditions set forth on the attached Summary of Certain
Provisions of Electric Service Agreement and the Summary of
Certain Provisions of Transmission Service Agreement.
As it will be necessary for the new Electric Service
Agreement to be effective upon the Phase 2 Commencement
Date, we anticipate a negotiation schedule for the formal
new Electric Service Agreement that will allow the majority
of the document to be drafted well in advance of the Phase 2
Commencement Date, with only those modifications necessary
to conform the new Electric Service Agreement to the actual
configuration of facilities at the Exxon Complex. If the
terms and conditions set forth on the attached Summaries are
acceptable to Exxon, please so indicate by having a duly
authorized representative of Exxon sign in the space
indicated below and returning such executed letter to Frank
F. Gallaher.
Sincerely,
Michael R. Niggli
Senior V.P. Custom Accounts
ACCEPTED:
EXXON COMPANY, U.S.A. EXXON CHEMICAL COMPANY
(A division of Exxon Corporation) (A division of Exxon Corporation)
By: By:
<PAGE>
SUMMARY OF CERTAIN PROVISIONS
OF
NEW ELECTRIC SERVICE AGREEMENT
Exxon Corporation, a corporation organized under the
laws of New Jersey, acting by and through two of its
unincorporated divisions, Exxon Company, U.S.A. and Exxon
Chemical Company (collectively, "Exxon") and Entergy Gulf
States, Inc., (formerly Gulf States Utilities Company)
("Gulf States") agree that, effective as of the Phase 2
Commencement Date, as that term is defined in the Agreement
for Lease of Generating Facilities by and between Exxon and
Gulf States (hereinafter "Lease"), Gulf States' provision of
electric service to the Exxon Complex, as that term is
defined in the Lease, will be provided pursuant to a new
Electric Service Agreement that will include, among others,
the following provisions:
I. Services and Rates.
A. Tariff Services. Gulf States agrees to
provide the following services to Exxon
pursuant to the terms and conditions of
service schedules on file with and approved
by the Louisiana Public Service Commission
("LPSC") as of the Phase 2 Commencement Date,
and as such service schedules may be modified
from time to time thereafter.
1.Firm or Non-Firm Power and Energy. In the
event that Exxon's load, as measured by
Gulf States' metering at any point of
delivery, as those points of delivery
shall be defined in the new Electric
Service Agreement, exceeds Exxon's
generating capacity, Gulf States will
provide firm or non-firm electric power
and energy consistent with the terms and
provisions of the applicable rate
schedule, sufficient to meet Exxon's
generation shortfall at the point of
delivery in question. For purposes of
billing under the applicable rate
schedule, each such point of delivery
shall be deemed to be a separate point of
delivery; the loads at the various Exxon
points of delivery shall not be
aggregated. Initially, Gulf States would,
based on its understanding of Exxon's
existing requirements, recommend the rate
schedule(s) that would be anticipated to
provide Exxon with such electric service
in the most economic manner, consistent
with the terms and conditions of the
various rate schedules. However, the
obligation to select the most appropriate
applicable rate schedule shall be Exxon's,
provided that such decision is consistent
with the terms and conditions of such rate
schedules. Moreover, Exxon shall be
permitted to elect to take service under a
different rate schedule provided that such
change is authorized pursuant to the
applicable rate schedule.
2.Backup Power. Upon certification of the
subject facilities as Qualifying
Cogeneration Facilities ("QF") pursuant to
the provisions of the Federal Power Act
("FPA"), and subject to the continuing
certification of such facilities as a QF,
Gulf States will, to the extent required
by law and regulations and to the extent
authorized by the Louisiana Public Service
Commission, provide and Exxon will
purchase backup power at each point of
delivery equal to the maximum generating
capacity of the largest electric generator
of the QF connected to the point of
delivery in question; provided, however,
that Exxon may elect in its sole
discretion to reserve less than the
maximum amount of backup capacity
available to it at each point of delivery,
in which case Gulf States' obligation to
provide such backup power shall also be so
reduced. Such backup power will be
provided pursuant to the terms and
conditions of the applicable rate schedule
then on file with the LPSC, as such may be
modified from time to time. Following
execution of this Letter Agreement, Gulf
States agrees to promptly file with the
LPSC a modification to the current backup
power rate schedule so as to increase the
capacity limit currently contained therein
of 100 MW to 175 MW and to diligently
pursue the approval of such modification.
3.Excess Electric Energy. Upon
certification of the subject facilities as
a QF, and subject to the continuing
certification of such facility as a QF,
Gulf States will, to the extent required
by law and regulations, agree to purchase
all or any portion of Exxon's excess
energy that is made available by Exxon to
Gulf States at a rate equal to Gulf
States' avoided cost calculated at the
time of delivery of such energy. Gulf
States' avoided cost shall be calculated
in accordance with the provisions of LPSC
General Order No. U-14964, as such may be
amended, and the Public Utility Regulatory
Policies Act of 1978. To the extent other
methods of calculating avoided cost in
accordance with the provisions of LPSC
General Order No. U-14964, as such may be
amended, and the Public Utility Regulatory
Policies Act of 1978, are available, and
Exxon qualifies for such other methods,
Exxon may request the use of such other
methods. The purchase of such excess
energy shall be undertaken pursuant to the
terms and conditions of a separate rider
to the Electric Service Agreement to be
executed between Exxon and Gulf States
following certification of the subject
facilities as a QF. Such rider will be
subject to and conditioned upon the
approval of the LPSC. Gulf States shall
diligently pursue LPSC approval of such
separate rider and Exxon shall fully
cooperate with Gulf States as required to
facilitate LPSC approval.
B. Services Not Currently Covered by Approved
Tariffs. Gulf States agrees to provide the
following service to Exxon pursuant to the
terms and conditions of a rate schedule to be
developed by Gulf States, provided that such
rate schedule has been approved by the
applicable regulatory authority.
1.Steam Turbine Generator Bypass Backup
Power. Gulf States will provide backup
power to such QF to be used in the event
that Exxon, in order to provide additional
quantities of steam during periods of high
steam demand caused by unanticipated,
short term events affecting plant steam
load, bypasses one or more of the steam
turbine generators through the use of the
pressure reducing valves.
C. Term.
The term of the new Electric Service Agreement shall
commence on the Phase 2 Commencement Date and continue in
effect for an original term of one year, and shall continue
thereafter from year to year unless canceled by either party
at the end of the original term or any renewal term thereof
by providing written notice of cancellation to the other
party at least one (1) year prior to the expiration of the
original term or any renewal term thereof. To the extent
that Exxon exercises its option under Section I. A. 1. to
take electrical service under a rate schedule requiring a
term longer than the term specified in this Paragraph, the
term required by the rate schedule shall apply.
In the event Exxon elects to cancel this Agreement as
provided hereinabove, Exxon agrees to purchase from Gulf
States all of the purchased electrical power requirements
and backup power services for the Exxon Complex during the
five (5) year period following the effective cancellation
date of the new Electric Service Agreement, but only if the
terms and conditions offered to Exxon by Gulf States for
such purchase are competitive with Exxon's other options as
determined solely by Exxon in its reasonable judgment.
D. Points of Delivery.
1.Assuming installation of the 5A Gas
Turbine, the interconnections between Gulf
States' electrical system, the Exxon
Cogeneration Facilities, and the Exxon
transmission facilities will be
substantially as depicted on Exhibit A,
which shall be attached hereto and
incorporated herein. However, in the
event that Exxon does not install the 5A
Gas Turbine, the interconnections between
Gulf States' electrical system, the Exxon
Cogeneration Facilities, and the Exxon
transmission facilities will be
substantially as depicted in Exhibit B,
which shall be attached hereto and is
incorporated herein. Under either of
these arrangements, there will be six
points of delivery under the New Electric
Service Agreement: the Esso Substation,
the Exxon Substation, the Enco Substation,
the Station Service backup point, the
point of interconnection of the 1A steam
turbine generator to the Gulf States'
electrical grid, and the point of
interconnection at which Louisiana Station
No. 1 obtains electrical energy from
Louisiana Station No. 2. Services to be
provided at each Point of Delivery are set
forth on Exhibit C, which is attached
hereto and incorporated herein. Gulf
States further agrees to provide Exxon a
one-time option to eliminate the Exxon
substation as a Point of Delivery under
the Electric Service Agreement and, if
such one-time option is executed, an
additional one-time option to re-establish
the Exxon substation as a Point of
Delivery under the Electric Service
Agreement, provided that any service
provided to Exxon at this Point of
Delivery shall be subject to the terms and
conditions outlined herein; and provided,
further, that during any period of time in
which the Exxon substation is not
considered a Point of Delivery, Gulf
States may implement any measures on its
system that it, in its sole discretion,
determines appropriate to ensure no
services are provided at such point.
E. Determination of Billing Quantities.
1. Billing quantities (kW, kWh, kVAr, and
kVArh) for the Esso Substation, Exxon
Substation, and Enco Substation points of
delivery shall be determined on an
individual basis, during each thirty (30)
minute interval, or such other interval as
required by the then-effective rate
schedule, by summing the billing
quantities at each individual substation
point of delivery as measured on the 230
kV side of each substation point of
delivery's main power transformers, and
subtracting from that number the sum of
the electrical output, for the same
interval of time, from all generator(s)
connected to that substation point of
delivery's 230 kV bus as measured at the
generator(s) connection to the 230 kV bus.
In no instance shall the billing
quantities determined for each individual
substation point of delivery be combined
with the billing quantities of any of the
other points of delivery for purposes of
calculating the appropriate billing amount
under the applicable rate schedule.
2.Billing quantities (kW, kWh, kVAr, and
kVArh) for the Station Service Backup
point of delivery shall be determined on
an individual basis, during each thirty
(30) minute interval, or such other
interval as required by the then-effective
rate schedule, by measuring the billing
quantities at the 13.8 kV level at the
point of interconnection between the
electrical system of Exxon and the
electrical system of Gulf States, or at
some other mutually acceptable metering
point.
3.Billing quantities (kW, kWh, kVAr, and
kVArh) for the 1A Steam Turbine delivery
of electrical power to the Gulf States
electrical grid shall be determined on an
individual basis, during each thirty (30)
minute interval, or such other interval as
required by the then-effective rate
schedule or purchase agreement, by
measuring the billing quantities at the
13.8 kV level at the point of
interconnection between the electrical
system of Exxon and the electrical system
of Gulf States, or at some other mutually
acceptable metering point.
4.Billing quantities (kW, kWh, kVAr, and
kVArh) for the Louisiana Station No. 1
Station Service electrical power being
supplied from Louisiana Station No.2
("Other Station Service") shall be
determined on an individual basis, during
each thirty (30) minute interval, or such
other interval as required by the then-
effective rate schedule, by measuring the
billing quantities at the 13.8 kV level at
the point(s) of interconnection between
the electrical system of Exxon and the
electrical system of Gulf States, or at
some other mutually acceptable metering
point(s). Should multiple meters be
required to determine the billing
quantities for Other Station Service, the
measurements of the individual meters, for
like time intervals, shall be summed.
Exxon shall reimburse Gulf States for
fifty percent (50%) of the total cost of
metering additions and modifications
required to measure the electrical power
being supplied for Other Station Service.
F. Power Factor Management. During each thirty
(30) minute interval, or such other interval
as established under Section E above, in
which Exxon is exporting electrical energy
onto or across the Gulf States electrical
grid, Exxon shall operate its generating
system so as to maintain a power factor as
near 100% as practicable for power flowing
across the points of delivery, provided that
in the event that Gulf States supplies
reactive power to Exxon during any such
period of time, Exxon shall be required to
compensate Gulf States for such reactive
power under any applicable tariffs including
Gulf States' Schedule FC Facilities Charge
Rider or including a tariff on file with the
Federal Energy Regulatory Commission .
During each thirty (30) minute interval, or
such other interval as required by the then-
effective rate schedule, in which Gulf States
is supplying electrical energy to Exxon,
Exxon agrees to operate its system in
accordance with the provisions of the
applicable rate schedule under which such
electric service is being provided.
G. Facilities Equipment and Charges. Facilities
charges under the New Electric Service
Agreement will be determined pursuant to the
applicable rate schedules or tariffs on file
with the LPSC, as such may be modified from
time to time. The facilities charges shall
include costs incurred by Gulf States: 1) for
facilities constructed and owned by Gulf
States for the benefit of Exxon as of the
date of this Agreement; 2) for modifications
to its transmission system provided for in
the December 12, 1995 Letter of Intent
between Gulf States and Exxon entitled
`Contract Rider A Revision for Esso
Substation -- Convert to Ring Bus;' 3) for
modifications to its facilities as provided
for in the Reconfiguration Agreement; and 4)
for any other facilities or equipment
required to provide the services contemplated
hereunder, provided that the installation or
construction of such facilities or equipment
shall be subject to the prior approval of
Exxon, which approval shall not be
unreasonably withheld, and provided further
that in the event that Exxon fails to approve
the installation or construction of any such
facilities or equipment and such failure
results in Gulf States being unable to
provide the services contemplated hereunder
or subsequently requested, Gulf States shall
be relieved of any obligation to provide such
service.
H. Terms and Conditions. Service hereunder
shall be provided to Exxon in accordance with
the regular Terms and Conditions on file with
the LPSC, provided that, to the extent Exxon
believes that additional terms and conditions
may be necessary for services provided
hereunder, Gulf States shall consider such
request for additional terms and conditions
provided that such additional Terms and
Conditions are acceptable to Gulf States, in
its sole discretion.
<PAGE>
SUMMARY OF CERTAIN PROVISIONS
OF
TRANSMISSION SERVICE AGREEMENT
In addition to the Electric Service Agreement, it is
also contemplated that Exxon may desire to enter into a
Transmission Service Agreement with Gulf States and the rest
of the Entergy Operating Companies pursuant to which the
Entergy Operating Companies would transmit for Exxon
electric energy generated at the Exxon Cogeneration
Facilities or at the Exxon Complex, as these terms are
defined in the Agreement for Lease of Generating Facilities
by and between Exxon and Gulf States (hereinafter "Lease"),
for sale for resale. Any such transactions would be subject
to the provisions of the Federal Power Act and would be
accomplished pursuant to the terms and conditions of the
transmission service tariffs of the Entergy Operating
Companies then on file with the Federal Energy Regulatory
Commission ("FERC"), or any successor agency. Exxon has
requested that the Entergy Operating Companies agree to a
provision whereby the energy to satisfy Exxon's sales at
wholesale be met first from the Exxon energy flowing onto
the Entergy transmission grid at the Exxon substation,
second from the Exxon energy flowing onto the Entergy
transmission grid at the Esso substation, and third from the
Exxon energy flowing onto the Entergy transmission grid at
the Enco substation. The Entergy Operating Companies agree
to consider such a request, but shall be under no obligation
to agree to such request.
<PAGE>
Exhibit A
Schematic of Transmission Grid
<PAGE>
Exhibit B
Schematic of Transmission Grid without gate
<PAGE>
EXHIBIT C
SERVICES PROVIDED AT EACH POINT OF DELIVERY
WITH EXXON SUBSTATION INTERCONNECTED
Gulf States
Point of Delivery Delivery of Delivery of Purchase of
Grid Power Backup Power Excess Energy
Exxon Substation yes yes yes
Enco Substation yes yes yes
Esso Substation yes yes yes
Station Service Backup no yes no
1A Steam Turbine Generator no no yes
Interconnection
Louisiana Station No. 1/Louisiana yes no no
Station No. 2 Interconnection
SERVICES PROVIDED AT EACH POINT OF DELIVERY
WITH EXXON SUBSTATION NOT CONNECTED
Gulf States
Point of Delivery Delivery of Delivery of Purchase of
Grid Power Backup Power Excess Energy
Enco Substation yes yes yes
Esso Substation yes yes yes
Station Service Backup no yes no
1A Steam Turbine Generator no no yes
Interconnection
Louisiana Station No. 1/Louisiana yes no no
Station No. 2 Interconnection
Exhibit H
SECURITIES AND EXCHANGE COMMISSION
Entergy Gulf States, Inc. 35-26269 (70- )
Filings Under the Public Utility Holding Company Act of
1935, as amended ("Act")
Date:
Notice is hereby given that the following
flingfollowingifling(s) has/have been made with the
Commission pursuant to provisions of the Act and rules
promulgated thereunder. All interested persons are referred
to the applications(s) and/or declaration(s) for complete
statements of the proposed transactions(s) summarized below.
The application(s) and/or declarations(s) and any amendments
thereto is/are available for public inspection through the
Commission's Office of Public Reference.
Interested persons wishing to comment or request a
hearing on the application(s) and/or declarations(s) should
submit their view in writing by May 1, 1995 , to the
Secretary, Securities and Exchange Commission, Washington,
D.C. 20549, and serve a copy on the relevant applicant(s)
and/or declarant(s) at the address(es) specified below.
Proof of service (by affidavit or, in case of an attorney at
law, by certificate) should be filed with the request. Any
request for hearing shall identify specifically the issues
of fact or law that are disputed. A person who so requests
will be notified of any hearing, if ordered, and will
receive a copy of any notice or order issued in the matter.
After said date, the application(s) and/or declaration(s)(),
as filed or as amended, may be granted and/or permitted to
become effective.
Entergy Gulf States, Inc. (70- )
Entergy Gulf States, Inc., 350 Pine Street,
Beaumont, Texas 77701 formerly Gulf States Utilities, Inc.
("Entergy Gulf States" or the "Company"), a subsidiary of
Entergy Corporation ("Entergy"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, a registered holding company, has
filed an application-declaration with this Commission
pursuant to Sections 9(a) and 10 and of the Public Utility
Holding Company Act of 1935 ("Act") and Rules 23, 24 and 44
thereunder.
Entergy Gulf States, an electric and gas public utility
company operating in the states of Louisiana and Texas, has
provided steam and associated byproduct electrical energy to
Exxon Corporation ("Exxon") at its petrochemical
manufacturing facilities that surround and are contiguous to
the Company's cogeneration facility located in East Baton
Rouge Parish, Louisiana ("Louisiana Station"). Louisiana
Station was originally constructed to serve the steam and
electrical requirements of the Exxon facility and has been
primarily dedicated to that purpose since its construction.
Pursuant to the arrangement between Exxon and the Company,
Exxon supplies fuel to Louisiana Station that is converted
into steam and byproduct electricity which is then delivered
to the Exxon facility. The amount of electricity produced
from this process is not normally sufficient to meet Exxon's
requirements and Exxon purchases additional electricity from
Entergy Gulf States pursuant to an Electric Service
Contract.
Entergy Gulf States and Exxon propose to enter into a
transaction (the "Proposed Transaction"), subject to
Commission approval, that would allow for the modernization
of Louisiana Station to improve its reliability and
efficiency and potentially increase its capacity for the
continued production of steam and electric energy produced
from fuel supplied by Exxon. As part of the Proposed
Transaction, Entergy Gulf States and Exxon propose to enter
into an Agreement for Lease of Generating Facilities (the
"Lease"), the Base Facility Sublease and Lease of Additions
and Betterments (the "Sublease") and other related
agreements.
Pursuant to the Lease, Entergy Gulf States will lease
to Exxon its generating facilities and certain property
located within and surrounding Louisiana Station upon which
Exxon proposes to construct a new gas-fired turbine and
associated facilities. All capital and other costs to
effect such modernization will be borne by Exxon. The
Company has certain termination rights should Exxon fail to
commence the modernization of Louisiana Station by
appropriating funds within one (1) year of the date of the
grant of all necessary regulatory approvals.
The Lease has an initial term in excess of twenty (20)
years with two (2) possible extension terms of ten (10)
years each. The initial term is divided into two (2)
stages, Phase 1 and 2. Generally, Phase 1 is the period
during which Exxon is to complete modernization of La. St. 1
which duration should not exceed thirty (30) months from the
date that the Company secures all necessary regulatory
approvals. Phase 2 is the twenty (20) year period
thereafter.
During Phase 1 of the Lease, the Sublease will be in
effect in order that the Company may continue to use the
facilities to fulfill its obligations to Exxon pursuant to
an existing steam contract. Pursuant to the Sublease, the
parties propose that the Company pay the same monthly rent
that Exxon is obligated to pay pursuant to Lease. Steam and
electric service rendered by the Company to Exxon during the
same period will be paid for at the rates as set forth in an
Amended and Restated Steam Contract (the "Steam Contract"),
and any additional electricity shall be provided to Exxon
pursuant to the existing Electric Agreement. By structuring
the transaction to include both the Lease and the Sublease,
Exxon, upon Commission approval, can immediately commence
modernization of Louisiana Station and the Company can
continue to fulfill its contractual obligations pursuant to
the Steam Contract.
Phase 2 of the initial term of the Lease ("Phase 2"),
shall commence once improvements and modernization to
Louisiana Station are complete and Exxon shall begin to pay
to the Company a monthly fixed rent and a monthly variable
rent up to a stated maximum amount depending upon the
quantity of steam generated by Louisiana Station. The
Sublease will no longer be in effect.
During Phase 2, if approved by the Commission, the
Company will provide equipment, personnel and services
required for operation and maintenance of the facility
pursuant to an operating and maintenance service agreement
(the "Operating Agreement"). The Company shall be
compensated for its services under this Operating Agreement
by a fee structure that includes, in addition to
reimbursement of the Company's expenses, the payment of an
overhead fee and an incentive fee. The overhead fee is
fixed initially at a stated minimum per year and will not be
subject to renegotiation more than every two (2) years.
The incentive fee is fixed at a stated maximum per year
based upon the Company's attainment of certain performance
goals, and the Company has the opportunity to earn other
incentives based on cost savings.
The Proposed Transaction also includes a
Reconfiguration Agreement that describes certain
modifications to the transmission facilities that transmit
electricity from Louisiana Station to the Exxon facility
that will be necessary after the improvements contemplated
by Phase 1 are completed, and sets forth Exxon's sole
responsibility for the reconfiguration costs. In addition,
a Letter Agreement executed by Entergy Gulf States and Exxon
summarizes terms to be included in the new contract for
electric service to be effective at the end of Phase 1 upon
the expiration of the Electric Agreement.
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA STATEMENT OF LOSS
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
--------------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues:
Electric $1,877,543 $1,877,543
Natural gas 31,010 31,010
Steam products 56,664 $(32,496) 24,168
------------ ------------ ------------
Total 1,965,217 (32,496) 1,932,721
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses, and
gas purchased for resale 517,449 (5,306) 512,143
Purchased power 245,886 245,886
Nuclear refueling outage expenses 9,765 9,765
Other operation and maintenance 417,242 417,242
Depreciation, amortization, and decommissioning 204,248 (2,529) 201,719
Taxes other than income taxes 103,636 (308) 103,328
Income taxes 75,110 (9,846) 65,264
Amortization of rate deferrals 68,976 68,976
------------ ------------ ------------
Total 1,642,312 (17,989) 1,624,323
------------ ------------ ------------
Operating Income 322,905 (14,507) 308,398
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 1,840 1,840
Write-off of plant held for future use (194,498) (194,498)
Miscellaneous - net 21,593 21,593
Income taxes 13,731 13,731
------------ ------------ ------------
Total (157,334) (157,334)
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 187,678 187,678
Other interest - net 8,700 8,700
Allowance for borrowed funds used 0
during construction (1,621) (1,621)
------------ ------------ ------------
Total 194,757 194,757
------------ ------------ ------------
Net Loss (29,186) (14,507) (43,693)
Preferred and Preference Stock
Dividend Requirements and Other 28,912 28,912
------------ ------------ ------------
Loss Applicable to Common Stock $(58,098) $(14,507) $(72,605)
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $6,984,549 $6,984,549
Natural gas 45,789 45,789
Steam products 77,541 $(71,679) 5,862
Plant leased to others 71,679 71,679
Property under capital leases 76,108 76,108
Construction work in progress 185,676 185,676
Nuclear fuel under capital lease 59,666 59,666
------------ ------------ ------------
Total 7,429,329 0 7,429,329
Less - accumulated depreciation and amortization 2,758,105 (2,529) 2,755,576
------------ ------------ ------------
Utility plant - net 4,671,224 2,529 4,673,753
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust fund 36,067 36,067
Other - at cost (less accumulated depreciation) 23,392 23,392
------------ ------------ ------------
Total 59,459 0 59,459
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 15,182 15,182
Temporary cash investments - at cost,
which approximates market:
Associated companies 75,232 75,232
Other 92,274 (16,013) 76,261
------------ ------------ ------------
Total cash and cash equivalents 182,688 (16,013) 166,675
Accounts receivable:
Customer (less allowance for doubtful accounts
of $1.6 million in 1996 and 1995) 114,364 114,364
Associated companies 1,301 1,301
Other 18,662 18,662
Accrued unbilled revenues 83,864 83,864
Deferred fuel costs 79,825 79,825
Accumulated deferred income taxes 30,737 30,737
Fuel inventory - at average cost 37,103 37,103
Materials and supplies - at average cost 91,576 91,576
Rate deferrals 101,542 101,542
Prepayments and other 18,337 18,337
------------ ------------ ------------
Total 759,999 (16,013) 743,986
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory assets:
Rate deferrals 172,886 172,886
SFAS 109 regulatory asset-net 376,103 376,103
Unamortized loss on reacquired debt 57,087 57,087
Other regulatory assets 24,935 24,935
Long-term receivables 221,207 221,207
Other 174,614 174,614
------------ ------------ ------------
Total 1,026,832 0 1,026,832
------------ ------------ ------------
TOTAL $6,517,514 $(13,484) $6,504,030
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, no par value, authorized
200,000,000 shares; issued and outstanding
100 shares in 1996 and 1995 $114,055 $114,055
Paid-in capital 1,152,592 1,152,592
Retained earnings 238,301 $(14,507) 223,794
------------ ------------ ------------
Total common shareholder's equity 1,504,948 (14,507) 1,490,441
Preference stock 150,000 150,000
Preferred stock:
Without sinking fund 136,444 136,444
With sinking fund 83,450 83,450
Long-term debt 2,093,682 2,093,682
------------ ------------ ------------
Total 3,968,524 (14,507) 3,954,017
Other Noncurrent Liabilities: 0
Obligations under capital leases 98,295 98,295
Other 70,767 70,767
Total 169,062 169,062
0
Current Liabilities: 0
Currently maturing long-term debt 160,425 160,425
Accounts payable: 0
Associated companies 42,638 42,638
Other 132,151 132,151
Customer deposits 23,187 23,187
Taxes accrued 39,282 39,282
Interest accrued 40,675 40,675
Nuclear refueling reserve 7,026 7,026
Obligations under capital lease 38,086 38,086
Other 72,911 72,911
------------ ------------ ------------
Total 556,381 0 556,381
Deferred Credits:
Accumulated deferred income taxes 1,114,218 1,023 1,115,241
Accumulated deferred investment tax credits 205,709 205,709
Deferred River Bend finance charges 45,868 45,868
Other 457,752 457,752
------------ ------------ ------------
Total 1,823,547 1,023 1,824,570
TOTAL $6,517,514 $(13,484) $6,504,030
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY GULF STATES, INC.
PRO FORMA STATEMENT OF RETAINED EARNINGS
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-----------------------------------
Before In Present After
Transaction Filing Transaction
----------- ----------- -----------
(In Thousands)
Retained Earnings - July 1, 1995 $296,400 $296,400
Add
Net Income (29,186) $(14,507) (43,693)
----------- ----------- -----------
Total 267,214 (14,507) 252,707
----------- ----------- -----------
Deduct:
Dividends declared:
Preferred and preference stock 28,740 28,740
Common stock 0 0
Preferred and preference stock
redemption and other 173 173
----------- ----------- -----------
Total 28,913 0 28,913
----------- ----------- -----------
Retained Earnings - June 30, 1996 $238,301 $(14,507) $223,794
============ ============ ============
</TABLE>
<PAGE>
ENTERGY GULF STATES, INC.
ADJUSTMENTS TO REFLECT TRANSACTIONS PROPOSED IN PRESENT FILING
AT MARCH 31, 1996
Entry No. 1
Steam Revenues 32,496,000
Temporary Cash Investments - Other 32,496,000
To record the reduction in Steam Revenues as a result of the revised
arrangement for provision of steam and by-product electricity at Louisiana
Station 1 to Exxon
Entry No. 2
Temporary Cash Investments - Other 5,306,000
Fuel Expense 5,306,000
To record the reduction in Fuel Expense as a result of the increase in
Back-up Power to be received from Exxon
Entry No. 3
Accumulated Provision for Depreciation 2,529,000
Depreciation Expense 2,529,000
To record the reduction in Steam Depreciation Expense as a result of
the revised arrangement with Exxon extending the expected useful life
of the Steam plant investment.
Entry No. 4
Temporary Cash Investments - Other 308,000
Taxes Other Than Income Taxes 308,000
To record the reduction in Taxes Other Than Income Taxes due to Exxon
paying the ad valorum taxes on Louisiana Station 1 under the terms of
the leasing arrangement.
Entry No. 5
Temporary Cash Investments - Other 10,869,000
Accumulated Deferred Income Taxes 1,023,000
Income Taxes 9,846,000
To record the reduction in Income Taxes due to the reduction in taxable
income as a result of lower revenues under the leasing arrangement partially
offset by a reduction in ad valorum taxes and due to reduced deferred income
taxes as a result of the reduction in depreciation expense.
ENTERGY GULF STATES, INC.
ADJUSTMENTS TO REFLECT TRANSACTIONS PROPOSED IN PRESENT FILING
AT MARCH 31, 1996
Entry No. 6
Utility Plant - Plant Leased to Others 71,679,000
Utility Plant - Steam Products 71,679,000
To record the implementation of the leasing arrangement with Exxon for
Louisiana Station 1.
ENTRY SUMMARY
Steam Revenues 32,496,000
Utility Plant - Plant Leased to Others 71,679,000
Accumulated Provision for Depreciation 2,529,000
Fuel Expense 5,306,000
Depreciation Expense 2,529,000
Taxes Other Than Income Taxes 308,000
Income Taxes 9,846,000
Utility Plant - Steam Products 71,679,000
Temporary Cash Investments - Other 16,013,000
Accumulated Deferred Income Taxes 1,023,000
------------ ------------
Totals $106,704,000 $106,704,000
============ ============
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Operating Revenues:
Electric $6,380,718 $6,380,718
Natural gas 129,668 129,668
Steam Products 56,664 $(32,496) 24,168
Nonregulated and foreign energy-related
businesses 269,356 269,356
------------ ------------ ------------
Total 6,836,406 (32,496) 6,803,910
------------ ------------ ------------
Operating Expenses:
Operation and maintenance:
Fuel and fuel-related expenses
and gas purchased for resale 1,579,630 (5,306) 1,574,324
Purchased power 532,163 532,163
Nuclear refueling outage expenses 59,739 59,739
Other operation and maintenance 1,525,215 1,525,215
Depreciation, amortization and decommissioning 744,120 (2,529) 741,591
Taxes other than income taxes 328,511 (308) 328,203
Income taxes 376,096 (9,846) 366,250
Rate deferrals (31,075) (31,075)
Amortization of rate deferrals 431,421 431,421
------------ ------------ ------------
Total 5,545,820 (17,989) 5,527,831
------------ ------------ ------------
Operating Income 1,290,586 (14,507) 1,276,079
------------ ------------ ------------
Other Income (Deductions):
Allowance for equity funds used
during construction 10,136 10,136
Write-off of River Bend rate deferrals (194,498) (194,498)
Miscellaneous - net 17,772 17,772
Income taxes 11,804 11,804
------------ ------------ ------------
Total (154,786) (154,786)
------------ ------------ ------------
Interest Charges:
Interest on long-term debt 659,725 659,725
Other interest - net 41,042 41,042
Allowance for borrowed funds used
during construction (8,631) (8,631)
Preferred dividend requirements 75,528 75,528
------------ ------------ ------------
Total 767,664 767,664
------------ ------------ ------------
Net Income $368,136 $(14,507) $353,629
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
-----------------------------------
Before In Present After
ASSETS Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Utility Plant:
Electric $22,449,711 $22,449,711
Plant acquisition adjustment - GSU 463,557 463,557
Electric plant under leases 677,821 677,821
Property under capital leases - electric 153,166 153,166
Natural gas 167,927 167,927
Steam products 77,541 (71,679) 5,862
Plant leased to others 71,679 71,679
Construction work in progress 541,001 541,001
Nuclear fuel under capital leases 266,970 266,970
Nuclear fuel 69,091 69,091
------------ ------------ ------------
Total 24,866,785 0 24,866,785
Less - accumulated depreciation
and amortization 8,564,155 (2,529) 8,561,626
------------ ------------ ------------
Utility plant - net 16,302,630 2,529 16,305,159
------------ ------------ ------------
Other Property and Investments:
Decommissioning trust funds 305,546 305,546
Other 456,538 456,538
------------ ------------ ------------
Total 762,084 762,084
------------ ------------ ------------
Current Assets:
Cash and cash equivalents:
Cash 51,666 51,666
Temporary cash investments - at cost,
which approximates market 293,985 (16,013) 277,972
------------ ------------ ------------
Total cash and cash equivalents 345,651 (16,013) 329,638
Notes receivable 5,397 5,397
Accounts receivable:
Customer (less allowance for
doubtful accounts of $8.2 million) 381,297 381,297
Other 74,105 74,105
Accrued unbilled revenues 389,655 389,655
Deferred fuel 99,064 99,064
Fuel inventory - at average cost 114,969 114,969
Materials and supplies - at average cost 351,919 351,919
Rate deferrals 431,950 431,950
Prepayments and other 160,485 160,485
------------ ------------ ------------
Total 2,354,492 (16,013) 2,338,479
------------ ------------ ------------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 620,647 620,647
SFAS 109 regulatory asset - net 1,205,370 1,205,370
Unamortized loss on reacquired debt 221,161 221,161
Other regulatory assets 386,677 386,677
Long-term receivables 221,206 221,206
Citipower license (net of $3.3 million of amortization) 620,988 620,988
Other 350,476 350,476
------------ ------------ ------------
Total 3,626,525 3,626,525
------------ ------------ ------------
TOTAL $23,045,731 $(13,484) $23,032,247
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------
Before In Present After
CAPITALIZATION AND LIABILITIES Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Capitalization:
Common stock, $.01par value, authorized
500,000,000 shares; issued 230,017,485
shares $2,300 $2,300
Paid-in capital 4,200,883 4,200,883
Retained earnings 2,231,591 $ (14 2,217,084
Cumulative foreign currency translation adjustment 19,344 19,344
Less - treasury stock (1,976,132 shares) 59,772 59,772
------------ ------------ ------------
Total common shareholders' equity 6,394,346 (14,507) 6,379,839
Subsidiary's preference stock 150,000 150,000
Subsidiaries' preferred stock:
Without sinking fund 550,955 550,955
With sinking fund 227,985 227,985
Long-term debt 7,853,286 7,853,286
------------ ------------ ------------
Total 15,176,572 (14,507) 15,162,065
------------ ------------ ------------
Other Noncurrent Liabilities:
Obligations under capital leases 271,192 271,192
Other 349,155 349,155
------------ ------------ ------------
Total 620,347 620,347
------------ ------------ ------------
Current Liabilities:
Currently maturing long-term debt 257,603 257,603
Notes payable 270,692 270,692
Accounts payable 509,916 509,916
Customer deposits 149,080 149,080
Taxes accrued 271,625 271,625
Accumulated deferred income taxes 105,685 105,685
Interest accrued 189,678 189,678
Dividends declared 11,655 11,655
Obligations under capital leases 149,812 149,812
Other 182,228 182,228
------------ ------------ ------------
Total 2,097,974 2,097,974
------------ ------------ ------------
Deferred Credits:
Accumulated deferred income taxes 3,631,027 3,632,050
Accumulated deferred investment tax credits 600,656 600,656
Other 919,155 919,155
------------ ------------ ------------
Total 5,150,838 1,023 5,151,861
------------ ------------ ------------
TOTAL $23,045,731 $(13,484) $23,032,247
============ ============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF RETAINED EARNINGS
JUNE 30, 1996
(Unaudited)
<S> <C> <C> <C>
Adjustments to Reflect
Transactions Proposed
----------------------------------------
Before In Present After
Transaction Filing Transaction
------------ ------------ ------------
(In Thousands)
Retained Earnings - July 1, 1995 $2,270,852 $2,270,852
Add
Net Income 368,136 $(14,507) 353,629
------------ ------------ ------------
Total 2,638,988 (14,507) 2,624,481
------------ ------------ ------------
Deduct:
Dividends declared on common stock 410,095 410,095
Capital stock and other expenses (2,698) (2,698)
------------ ------------ ------------
Total 407,397 407,397
------------ ------------ ------------
Retained Earnings - June 30, 1996 $2,231,591 $(14,507) $2,217,084
============ ============ ============
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 006
<NAME> ENTERGY GULF STATES, INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> JUN-30-1996 JUN-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 4,671,224 4,673,753
<OTHER-PROPERTY-AND-INVEST> 59,459 59,459
<TOTAL-CURRENT-ASSETS> 759,999 743,986
<TOTAL-DEFERRED-CHARGES> 1,026,832 1,026,832
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 6,517,514 6,504,030
<COMMON> 114,055 114,055
<CAPITAL-SURPLUS-PAID-IN> 1,152,592 1,152,592
<RETAINED-EARNINGS> 238,301 223,794
<TOTAL-COMMON-STOCKHOLDERS-EQ> 1,504,948 1,490,441
83,450 83,450
136,444 136,444
<LONG-TERM-DEBT-NET> 2,093,682 2,093,682
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 160,425 160,425
0 0
<CAPITAL-LEASE-OBLIGATIONS> 98,295 98,295
<LEASES-CURRENT> 38,086 38,086
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,402,184 2,403,207
<TOT-CAPITALIZATION-AND-LIAB> 6,517,514 6,504,030
<GROSS-OPERATING-REVENUE> 1,965,217 1,932,721
<INCOME-TAX-EXPENSE> 75,110 65,264
<OTHER-OPERATING-EXPENSES> 1,567,202 1,559,059
<TOTAL-OPERATING-EXPENSES> 1,642,312 1,624,323
<OPERATING-INCOME-LOSS> 322,905 308,398
<OTHER-INCOME-NET> (157,334) (157,334)
<INCOME-BEFORE-INTEREST-EXPEN> 165,571 151,064
<TOTAL-INTEREST-EXPENSE> 194,757 194,757
<NET-INCOME> (29,186) (72,879)
28,912 28,912
<EARNINGS-AVAILABLE-FOR-COMM> (58,098) (72,605)
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1995
<PERIOD-END> JUN-30-1996 JUN-30-1996
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 16,302,630 16,305,159
<OTHER-PROPERTY-AND-INVEST> 762,084 762,084
<TOTAL-CURRENT-ASSETS> 2,354,492 2,338,479
<TOTAL-DEFERRED-CHARGES> 3,626,525 3,636,525
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 23,045,731 23,032,247
<COMMON> 2,300 2,300
<CAPITAL-SURPLUS-PAID-IN> 4,200,883 4,200,883
<RETAINED-EARNINGS> 2,231,591 2,217,084
<TOTAL-COMMON-STOCKHOLDERS-EQ> 6,394,346 6,379,839
227,985 227,985
550,955 550,955
<LONG-TERM-DEBT-NET> 7,853,286 7,853,286
<SHORT-TERM-NOTES> 270,692 500,692
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 257,603 257,603
0 0
<CAPITAL-LEASE-OBLIGATIONS> 271,192 271,192
<LEASES-CURRENT> 149,812 149,812
<OTHER-ITEMS-CAPITAL-AND-LIAB> 7,010,088 7,011,111
<TOT-CAPITALIZATION-AND-LIAB> 23,045,731 23,023,247
<GROSS-OPERATING-REVENUE> 6,836,406 6,803,910
<INCOME-TAX-EXPENSE> 376,096 366,250
<OTHER-OPERATING-EXPENSES> 5,169,724 5,161,581
<TOTAL-OPERATING-EXPENSES> 5,545,820 5,527,831
<OPERATING-INCOME-LOSS> 1,290,586 1,276,079
<OTHER-INCOME-NET> (154,786) (154,786)
<INCOME-BEFORE-INTEREST-EXPEN> 1,135,800 1,121,293
<TOTAL-INTEREST-EXPENSE> 767,664 767,664
<NET-INCOME> 368,136 353,629
75,528 75,528
<EARNINGS-AVAILABLE-FOR-COMM> 368,136 353,629
<COMMON-STOCK-DIVIDENDS> 410,095 410,095
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-PRIMARY> 0 0
<EPS-DILUTED> 0 0
</TABLE>
