File No. 70-7580
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form U- I
________________________________________
POST-EFFECTIVE AMENDMENT NO. 5
to
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)
________________________________________
C. John Wilder
Executive Vice President and
Chief Financial Officer
Entergy Louisiana, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
______________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Laurence M. Hamric, Esq, William T. Baker, Jr., Esq.
Denise C. Redmann, Esq. Daniel Guetta, Esq.
Entergy Services, Inc. Thelen Reid & Priest LLP
639 Loyola Avenue 40 West 57th Street
New Orleans, Louisiana 70113 New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Item 1 of the Application-Declaration in File 70-7580,
as previously amended, is hereby supplemented by adding the
following paragraphs to the end thereof:
"Pursuant to Commission authorization in this file
(HCAR Nos. 24810, 25246 and 26460, February 2, 1989, January 24,
1991 and January 24, 1996, respectively) (the "Orders"), Entergy
Louisiana, Inc. (formerly Louisiana Power & Light Company)
("Entergy Louisiana") entered into a Fuel Lease, dated as of
January 31, 1989 (the "Lease"), with River Fuel Company #2, Inc.
("River Fuel") under which Entergy Louisiana leases nuclear fuel
required for use at its Waterford 3 nuclear generating unit
("Waterford 3"). Under the terms of the Lease, River Fuel makes
payments to suppliers, processors and manufacturers necessary to
provide nuclear fuel for Waterford 3, or Entergy Louisiana makes
such payments and is reimbursed by River Fuel.
In accordance with the terms of the Orders, Entergy
Louisiana consented to allow River Fuel to finance the
acquisition of nuclear fuel through (i) borrowings by River Fuel
under a Credit Agreement, dated as of January 31, 1989, with The
Bank of New York (the "Credit Agreement"), and (ii) the issuance
by River Fuel of secured notes pursuant to Secured Note
Agreements entered into with certain institutional lenders.
Under the Credit Agreement, River Fuel may issue and
sell its commercial paper through an agent under a Depositary
Agreement supported by an irrevocable direct-pay letter of credit
issued under the Credit Agreement. Alternatively, River Fuel can
make revolving credit borrowings evidenced by River Fuel's
promissory notes.
Due to changes in the credit markets that have occurred
since the execution of the original Credit Agreement in 1989, The
Bank of New York, together with certain additional lenders who
intend to join as parties under the Credit Agreement, have
proposed certain adjustments to the interest rates and commercial
paper fees payable by River Fuel thereunder.
Under the terms of the original Credit Agreement, River
Fuel is required to pay a fee of 5/8 of 1% per annum on the
average aggregate face amount of commercial paper outstanding
during each quarter so long as Entergy Louisiana's senior debt is
investment grade, and 1-1/8% per annum on the average aggregate
face amount of commercial paper outstanding during each quarter
whenever Entergy Louisiana's senior debt is not investment grade.
It is now proposed that the above letter of credit fees be
increased to a maximum of 1% and 1-7/8%, respectively.
In addition, each revolving credit borrowing under the
original Credit Agreement bears interest at (a) in the case of
base rate ("Base Rate") borrowings, the prime rate in effect on
the date of such borrowing, and (b) in the case of borrowings
based on the London Interbank Offered Rate ("LIBOR"), _ of 1% per
annum in excess of LIBOR; provided, however, that if Entergy
Louisiana's senior debt rating were to fall below investment
grade, the LIBOR option would be unavailable, and Base Rate
borrowings would bear interest at the prime rate plus 1%. It is
now proposed that (a) Base Rate borrowings bear interest at a
maximum rate equal to the higher of (i) the prime rate in effect
on the date of such borrowing, and (ii) the sum of 1% per annum
and the Federal Funds Rate in effect on the date of such
borrowing, and (b) LIBOR borrowings bear interest at a maximum
rate of 2% per annum in excess of LIBOR.
Under the terms of the Lease, River Fuel may not amend
the Credit Agreement or enter into any successor credit agreement
without the consent of Entergy Louisiana. Authorization is
herein requested for Entergy Louisiana to consent to the
execution by River Fuel of an amendment to the original Credit
Agreement or a successor credit agreement incorporating the
revisions described herein."
Item 3. Applicable Statutory Provisions.
Entergy Louisiana believes that its participation in
the transactions proposed herein is subject to Sections 9(a) and
10 of the Act and that no other Sections of the Act, including
Sections 6 and 7, are applicable.
Item 5. Procedure.
Item 5 is hereby amended by adding the following at the
end thereof:
"Entergy Louisiana hereby requests that the
Commission's supplemental order authorizing Entergy Louisiana to
consent to the execution by River Fuel of the Amended and
Restated Credit Agreement be entered on or before October 15,
1999.
Entergy Louisiana hereby waives a recommended decision
by a hearing officer or any other responsible officer of the
Commission; agrees that the Staff of the Division of Investment
Management may assist in the preparation of the Commission's
decision; and requests that there be no waiting period between
the issuance of the Commission's supplemental order and the date
on which it is to become effective."
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
*B Amended and Restated Credit Agreement.
*F Opinion of Denise C. Redmann, Senior
Attorney - Entergy Services, Inc.
H Suggested form of notice of proposed
transactions for publication in the Federal
Register.
(b) Financial Statements:
The transactions proposed herein do not contemplate an
increase in the amount of financing currently authorized by the
Commission. Therefore, no financial statements are filed
herewith.
* To be filed by Rule 24 Certificate after execution of Amended
and Restated Credit Agreement.
<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/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
Dated: September 23, 1999
Exhibit H-2
SUGGESTED FORM OF NOTICE OF PROPOSED TRANSACTIONS
Entergy Louisiana, Inc. (70-7580)
Entergy Louisiana, Inc. ("Entergy Louisiana"), 639
Loyola Avenue, New Orleans, Louisiana 70113, a subsidiary of
Entergy Corporation, a registered holding company, has filed a
post-effective amendment to its Application-Declaration under
Sections 9(a) and 10 of the Public Utility Holding Company Act of
1935 ("Act") .
Pursuant to Commission authorization (HCAR Nos. 24810,
25246 and 26460, February 2, 1989, January 24, 1991 and January
24, 1996, respectively) (the "Orders"), Entergy Louisiana, Inc.
(formerly Louisiana Power & Light Company) ("Entergy Louisiana")
entered into a Fuel Lease, dated as of January 31, 1989 (the
"Lease"), with River Fuel Company #2, Inc. ("River Fuel") under
which Entergy Louisiana leases nuclear fuel required for use at
its Waterford 3 nuclear generating unit ("Waterford 3"). Under
the terms of the Lease, River Fuel makes payments to suppliers,
processors and manufacturers necessary to provide nuclear fuel
for Waterford 3, or Entergy Louisiana makes such payments and is
reimbursed by River Fuel.
In accordance with the terms of the Orders, Entergy
Louisiana consented to allow River Fuel to finance the
acquisition of nuclear fuel through (i) borrowings by River Fuel
under a Credit Agreement, dated as of January 31, 1989, with The
Bank of New York (the "Credit Agreement"), and (ii) the issuance
by River Fuel of secured notes pursuant to Secured Note
Agreements entered into with certain institutional lenders.
Under the Credit Agreement, River Fuel may issue and
sell its commercial paper through an agent under a Depositary
Agreement supported by an irrevocable direct-pay letter of credit
issued under the Credit Agreement. Alternatively, River Fuel can
make revolving credit borrowings evidenced by River Fuel's
promissory notes.
Due to changes in the credit markets that have occurred
since the execution of the original Credit Agreement in 1989, The
Bank of New York, together with certain additional lenders who
intend to join as parties under the Credit Agreement, have
proposed certain adjustments to the interest rates and commercial
paper fees payable by River Fuel thereunder.
Under the terms of the original Credit Agreement, River
Fuel is required to pay a fee of 5/8 of 1% per annum on the
average aggregate face amount of commercial paper outstanding
during each quarter so long as Entergy Louisiana's senior debt is
investment grade, and 1-1/8% per annum on the average aggregate
face amount of commercial paper outstanding during each quarter
whenever Entergy Louisiana's senior debt is not investment grade.
It is now proposed that the above letter of credit fees be
increased to a maximum of 1% and 1-7/8%, respectively.
In addition, each revolving credit borrowing under the
original Credit Agreement bears interest at (a) in the case of
base rate ("Base Rate") borrowings, the prime rate in effect on
the date of such borrowing, and (b) in the case of borrowings
based on the London Interbank Offered Rate ("LIBOR"), _ of 1% per
annum in excess of LIBOR; provided, however, that if Entergy
Louisiana's senior debt rating were to fall below investment
grade, the LIBOR option would be unavailable, and Base Rate
borrowings would bear interest at the prime rate plus 1%. It is
now proposed that (a) Base Rate borrowings bear interest at a
maximum rate equal to the higher of (i) the prime rate in effect
on the date of such borrowing, and (ii) the sum of 1% per annum
and the Federal Funds Rate in effect on the date of such
borrowing, and (b) LIBOR borrowings bear interest at a maximum
rate of 2% per annum in excess of LIBOR.
Under the terms of the Lease, River Fuel may not amend
the Credit Agreement or enter into any successor credit agreement
without the consent of Entergy Louisiana. Authorization is
herein requested for Entergy Louisiana to consent to the
execution by River Fuel of an amendment to the original Credit
Agreement or a successor credit agreement incorporating the
revisions described herein."
The Post-Effective Amendment to the Application
Declaration and any further amendments thereto are available for
public inspection through the Commission's Office of Public
Reference. Interested persons wishing to comment or request a
hearing should submit their views in writing by _____________,
1999, to the Secretary, Securities and Exchange Commission,
Washington, D.C. 20549, and serve a copy on the applicants and
declarants at the address specified above. Proof of service (by
affidavit or, in case of an attorney at law, by certificate)
should be filed with the request. Any reque6t for a 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 this matter. After said date, the Application
Declaration as so amended, may be granted and/or permitted to
become effective.
For the Commission, by the Division of Investment
Management, pursuant to delegated authority.
___________________________________
Secretary
