File No. 70-8771
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
AMENDMENT NO. 2
TO THE
FORM U-1/A
APPLICATION-DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
__________________________________
Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(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 Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq. John T. Hood, Esq.
Entergy Services, Inc. Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
<PAGE>
The first paragraph of Item 1, Description of Proposed
Transactions, is hereby amended and restated to read as follows:
Entergy Louisiana, Inc. (formerly
known as Louisiana Power & Light Company (the
"Company")), a subsidiary of Entergy
Corporation ("Entergy"), a registered holding
company under the Public Utility Holding
Company Act of 1935, as amended ("Holding
Company Act"), proposes to cause First
National Bank of Commerce, as owner trustee
of the three separate trusts described below
("Owner Trustee"), to issue not in excess of
$326,000,000 in the aggregate of secured
lease obligation bonds in one or more
separate series ("Refunding Bonds") through
December 31, 1997. The Refunding Bonds will
be issued under the three Indentures of
Mortgage and Deeds of Trust, dated as of
September 1, 1989, as heretofore and
hereafter amended and supplemented, among the
Owner Trustee, the Company and the corporate
and individual trustees named therein, or a
comparable instrument or instruments (each an
"Indenture" and collectively, "Indentures"),
in order to refund the secured lease
obligation bonds issued in 1989, as described
below ("Original Bonds").
The ninth paragraph of Item 1, Description of Proposed
Transactions, is hereby amended and restated to read as follows:
Each Refunding Bond will be secured
by, among other things, (a) a lien on and
security interest in the Undivided Interest
of the Lessor issuing such Refunding Bond and
(b) certain other amounts payable by the
Company thereunder. The Refunding Bonds will
not be direct obligations of, or guaranteed
by, the Company. However, under certain
circumstances the Company may assume all, or
a portion of, the obligations of the issuer
of the Refunding Bonds. Such an assumption
right arises upon the occurrence of loss
events or financial events which result in
casualty value payment demands from the Owner
Participant and the termination of the
Leases. Such an assumption right also arises
upon the exercise by the Company of its
rights under the Leases to purchase the
Undivided Interests and terminate the Leases.
The fifteenth paragraph of Item 1, Description of
Proposed Transactions, is hereby amended and restated to read as
follows:
As an alternative to utilizing
Refunding Bonds issued by the Owner Trustee
or a funding corporation, the Company may
choose to utilize a trust structure in which
the Lessors would issue Lessor Notes to one
or more pass-through trusts and the trusts
would issue certificates evidencing ownership
interests in the trusts. If such a structure
is utilized, the debt terms of such Lessor
Notes would generally be comparable to the
terms of the Refunding Bonds described herein
(had Refunding Bonds been issued) and the
indentures under which they would be issued.
The pass-through trust certificates would
evidence ownership interests in the trust and
would entitle the holders thereof to receive
the debt service payments received by the
trusts on the Lessor Notes held by the
trusts. Such pass-through trust certificates
would not have material terms other than the
pass-through rights and terms which would
correspond to those of the Lessor Notes.
The twentieth paragraph of Item 1, Description of
Proposed Transactions, is hereby amended and restated to read as
follows:
The Company shall not cause the
Refunding Bonds or the pass-through trust
certificates to be sold unless (a) the
estimated present value savings derived from
the net difference between interest payments
on a new issue of comparable securities and
those securities refunded is, on an after-tax
basis, greater than the present value of all
redemption and issuing costs, assuming an
appropriate discount rate, determined on the
basis of the then estimated after-tax cost of
capital of Entergy and its subsidiaries on a
consolidated basis, or (b) the Company shall
have notified the Commission of the proposed
refinancing transaction (including the terms
thereof) by amendment hereto and obtained
appropriate supplemental authorization from
the Commission to consummate such
transaction.
The twenty-second paragraph of Item 1, Description of
Proposed Transactions, is hereby amended and restated to read as
follows:
The proceeds to be received from
the issuance and sale of the Refunding Bonds
or the pass-through trust certificates will
not be used to invest directly or indirectly
in an exempt wholesale generator ("EWG") or
foreign utility company ("FUCO"), as defined
in Sections 32 or 33, respectively, of the
Holding Company Act. In addition, any
savings derived from the refunding
transaction will not be used to acquire or
otherwise invest in an EWG or FUCO.
The twenty-fourth paragraph of Item 1, Description of
Proposed Transactions, is hereby amended and restated to read as
follows:
The Entergy System's "aggregate
investment" in EWGs and FUCOs is
approximately $743 million, representing
approximately 32.9% of the Entergy System's
consolidated retained earnings as of
[September 30, 1996]. Furthermore, the
Entergy System has complied with and will
continue to comply with the record keeping
requirements of Rule 53(a)(2) concerning
affiliated EWGs and FUCOs. In addition, as
required by Rule 53(a)(3), no more than 2% of
the employees of the Entergy System's
domestic public utility subsidiary companies
would render services to affiliated EWGs and
FUCOs. Finally, none of the conditions set
forth in Rule 53(b), under which the
provisions of Rule 53 would not be available,
have been met.
Item 2, Fees, Commissions and Expenses, is hereby
amended and restated to read as follows:
The fees, commissions and expenses,
other than those of the underwriters, to be
incurred in connection with the issuance and
sale of the Refunding Bonds or pass-through
trust certificates (and in connection with
any Exchange Bonds) will not deviate
materially from fees customarily incurred in
similar transactions by other public utility
issuers.
The fees, commissions and expenses
of underwriters or placement agents expected
to be incurred with respect to the Refunding
Bonds or pass-through trust certificates will
not exceed the lesser of 2% of the principal
amount of the Refunding Bonds or pass-through
trust certificates to be sold or those fees
generally paid at the time of pricing for
sales of securities having the same or
reasonably comparable credit quality and
having reasonably similar terms, conditions
and features. In the event that unregistered
Refunding Bonds are issued in a private
placement, the Company would not expect to
incur any additional fees, commissions or
expenses of underwriters or placement agents
upon the subsequent exchange of such
Refunding Bonds for Exchange Bonds.
In any Rule 24 filing made in
connection with the proposed transactions,
the Company agrees to disclose any such fees,
commissions or expenses incurred (or to the
extent not known at the time of such filing,
expected to be incurred) in the proposed
transactions.
Item 6(a), Exhibits and Financial Statements--Exhibits,
is hereby amended and restated to read as follows:
*A-1(a) Indenture of Mortgage and Deed of Trust No.
1, dated as of September 1, 1989, among the
Owner Trustee, the Company, and Bankers Trust
Company and Stanley Burg as trustees
("Indenture No. 1") (filed as Exhibit 4(a)-1
in Registration No. 33-30660).
*A-1(b) Indenture of Mortgage and Deed of Trust No.
2, dated as of September 1, 1989, among the
Owner Trustee, the Company, and Bankers Trust
Company of California, National Association,
and Cecil D. Bobey as trustees ("Indenture
No. 2") (filed as Exhibit 4(a)-2 in
Registration No. 33-30660).
*A-1(c) Indenture of Mortgage and Deed of Trust No.
3, dated as of September 1, 1989, among the
Owner Trustee, the Company, and Security
Pacific National Trust Company (New York) and
Kenneth T. McGraw as trustees ("Indenture No.
3") (filed as Exhibit 4(a)-3 in Registration
No. 33-30660).
*A-2(a) Supplemental Indenture No. 1 to Indenture No.
1 (filed as Exhibit A-2(b)(1) to Rule 24
Certificate in File No. 70-7653).
*A-2(b) Supplemental Indenture No. 1 to Indenture No.
2 (filed as Exhibit A-2(b)(2) to Rule 24
Certificate in File No. 70-7653).
*A-2(c) Supplemental Indenture No. 1 to Indenture No.
3 (filed as Exhibit A-2(b)(3) to Rule 24
Certificate in File No. 70-7653).
*A-3 Proposed form of Supplemental Indenture No. 2
to Lease Indenture Nos. 1, 2 and 3 (filed as
Exhibit 4(d)-4 in Registration No. 333-
01329).
*A-4 Proposed form of Collateral Trust Indenture
(filed as Exhibit 4(a) in Registration No.
333-01329).
*A-5 Proposed form of Supplemental Indenture No. 1
to Collateral Trust Indenture (filed as
Exhibit 4(b) in Registration No. 333-01329).
*B-1(a) Participation Agreement No. 1 among ESSL 2,
Inc., as Owner Participant ("Owner
Participant"), the Owner Trustee, the Company
and Bankers Trust Company and Stanley Burg as
Indenture trustees (filed as Exhibit 4(d)-1
in Registration No. 33-30660).
*B-1(b) Participation Agreement No. 2 among the Owner
Participant, the Owner Trustee, the Company
and Bankers Trust Company of California,
National Association, and Cecil D. Bobey as
Indenture trustees (filed as Exhibit 4(d)-2
in Registration No. 33-30660).
*B-1(c) Participation Agreement No. 3 among the Owner
Participant, the Owner Trustee, the Company
and Security Pacific National Trust Company
(New York) and Kenneth T. McGraw as Indenture
trustees (filed as Exhibit 4(d)-3 in
Registration No. 33-30660).
*B-2 Proposed form of Amendment No. 1 to
Participation Agreement Nos. 1, 2 and 3
(filed as Exhibit 4(f)-4 in Registration No.
333-01329).
*B-3(a) Facility Lease No. 1 between the Owner
Trustee and the Company (filed as Exhibit
4(c)-1 in Registration No. 33-30660).
*B-3(b) Facility Lease No. 2 between the Owner
Trustee and the Company (filed as Exhibit
4(c)-2 in Registration No. 33-30660).
*B-3(c) Facility Lease No. 3 between the Owner
Trustee and the Company (filed as Exhibit
4(c)-3 in Registration No. 33-30660).
*B-4 Proposed form of Lease Supplement No. 1 to
Facility Lease Nos. 1, 2 and 3 (filed as
Exhibit 4(e)-4 in Registration No. 333-
01329).
*B-5 Trust Agreement Nos. 1, 2 and 3 between the
Owner Participant and the Owner Trustee
(filed as Exhibit No. B-3(b) in File No. 70-
7653).
*B-6 Proposed form of Underwriting Agreement
(filed as Exhibit 1(a) in Registration No.
333-01329).
*B-7 Proposed form of Refunding Agreement Nos. 1,
2 and 3 (filed as Exhibit 4(k) in
Registration No. 333-01329).
*B-8 Proposed form of Amendment No. 1 to Tax
Indemnification Agreement Nos. 1, 2 and 3
(filed as Exhibit 4(i)-4 in Registration No.
333-01329).
*C Registration Statement on Form S-3, as
amended, relating to the Refunding Bonds
(filed in Registration No. 333-01329).
D Not applicable.
E Not applicable.
F Opinion of Laurence M. Hamric, Esq.
G Financial Data Schedule (previously filed as
part of this Form U-1).
H Suggested form of notice of proposed
transactions for publication in the Federal
Register (previously filed as part of this
Form U-1).
__________
*Incorporated herein by reference.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
Amendment to be signed on its behalf by the undersigned thereunto
duly authorized.
ENTERGY LOUISIANA, INC.
By: /S/William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
Dated: December 19, 1996
Exhibit F
[Letterhead of Laurence M. Hamric, Esq.]
New York, New York
December 19, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
I am familiar with (i) the Application-Declaration on
Form U-1 (file No. 70-8771), as amended (the "Application-
Declaration"), filed by Entergy Louisiana, Inc., a Louisiana
corporation ("Entergy Louisiana"), with the Securities and
Exchange Commission under the Public Utility Holding Company Act
of 1935, as amended, contemplating, among other things, the
refunding of debt incurred in connection with the sale and
leaseback of a portion of Entergy Louisiana's undivided ownership
interest of approximately 90.7% in Unit No. 3 (nuclear) of the
Waterford Steam Electric Generating Station with the issuance and
sale by W3A Funding Corporation, a Delaware corporation, of
Secured Lease Obligation Bonds and (ii) Entergy Louisiana's
proposed execution of a Collateral Trust Indenture, a
Supplemental Indenture No. 1 to the Collateral Trust Indenture,
an Underwriting Agreement, three Refunding Agreements, an
Amendment No. 1 to each of three Participation Agreements, a
Lease Supplement No. 1 to each of three Facility Leases, a
Supplemental Indenture No. 2 to each of three Indentures and an
Amendment No. 1 to each of three Tax Indemnification Agreements
in connection with said sale and leaseback (collectively, the
"Proposed Transactions"), all as referred to and more fully
described in the Application-Declaration. In connection
therewith, I advise you that, in my opinion:
1. Entergy Louisiana is a corporation duly organized and
validly existing under the laws of the State of Louisiana.
2. In the event that the Proposed Transactions are
consummated in accordance with the Application-Declaration:
a. all state laws applicable to the participation by
Entergy Louisiana in the Proposed Transactions will have been
complied with (other than so-called "blue sky" laws or similar
laws, upon which I do not pass herein); and
b. the consummation of the Proposed Transactions will not
violate the legal rights of the holders of any securities issued
by Entergy Louisiana or any associate company thereof.
I am a member of the bars of the States of Louisiana
and Texas and of the Commonwealth of Virginia and do not hold
myself out as an expert on the laws of any other state. I have
made a study of the laws of other states insofar as they are
involved in the conclusions stated herein.
I consent to the use of this opinion as an exhibit to
the Application-Declaration.
Very truly yours,
/s/Laurence M. Hamric
Laurence M. Hamric
