Exhibit H
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, 26460 and 27087, February 2, 1989, January 24, 1991,
January 24, 1996 and October 15, 1999, respectively) (the
"Orders"), Entergy Louisiana, Inc. ("Entergy Louisiana") entered
into a Fuel Lease, dated as of January 31, 1989 (the "Lease"),
with River Fuel Company #2, Inc. ("River Fuel"). Pursuant to the
Lease, River Fuel acquires nuclear fuel for use at Entergy
Louisiana's Waterford 3 nuclear generating unit and leases such
nuclear fuel to Entergy Louisiana. Under the terms of the Lease,
Entergy Louisiana is required to make rental payments in such
amounts as are necessary for River Fuel to meet its debt service
requirements and other expenses.
In accordance with the terms of the Orders, River Fuel
finances the acquisition of nuclear fuel through (a) revolving
credit borrowings and/or the issuance of commercial paper
pursuant to an Amended and Restated Credit Agreement, dated as of
November 19, 1999 (the "1999 Credit Agreement"), with The Bank of
New York, as agent, and various other Lenders thereunder; and (b)
the issuance and sale of intermediate term secured notes to
institutional investors. The commercial paper issued pursuant to
the 1999 Credit Agreement is supported by irrevocable direct-pay
letters of credit issued by the Lenders. The Orders further
provide that River Fuel's combined obligations under its credit
facility and its outstanding intermediate term secured notes may
at no time exceed $160 million.
River Fuel is currently in discussions with The Bank of
New York concerning the execution of a new credit agreement which
will replace (and extend the term of) the 1999 Credit Agreement.
Due to changes in the credit markets that have occurred since the
execution of the 1999 Credit Agreement, The Bank of New York,
together with certain additional proposed lenders, are requiring
certain adjustments in the interest rates and fees payable by
River Fuel thereunder.
In accordance with the terms of the Orders, River Fuel
is currently authorized to pay interest under the 1999 Credit
Agreement as follows: (1) in the case of base rate borrowings, a
maximum rate of interest equal to the higher of (a) the prime
rate in effect on the date of such borrowing, and (b) the sum of
1% per annum and the Federal Funds Rate in effect on the date of
such borrowing; and (2) in the case of borrowings based on the
London Interbank Offered Rate ("LIBOR"), a maximum rate of
interest equal to 2% per annum in excess of LIBOR.
In addition, in accordance with the terms of the
Orders, River Fuel is currently authorized to pay the following
maximum fees under the 1999 Credit Agreement: (1) a maximum
letter of credit fee of 1% per annum on the average aggregate
face amount of commercial paper outstanding during each quarter
that Entergy Louisiana's senior debt is investment grade, and 1-
7/8% per annum on the average aggregate face amount of commercial
paper outstanding during each quarter that Entergy Louisiana's
senior debt is not investment grade; (2) a maximum commitment fee
of 1/4 of 1% per annum on the difference between the maximum
commitment under the 1999 Credit Agreement and the average daily
amount of commercial paper and revolving credit loans outstanding
thereunder during each quarter; and (3) a maximum administrative
fee of $10,000 per annum.
In connection with the execution by River Fuel of a new
credit agreement, it is now proposed that loans under River
Fuel's new credit agreement (or any successor credit agreement)
bear interest at rates not in excess of those rates generally
obtainable at the time for loans having the same or reasonably
similar maturities, obtained by companies of the same or
reasonably comparable credit quality and having reasonably
similar terms, conditions and features.
In addition, it is also now proposed that River Fuel
pay maximum fees under the new credit agreement (or any successor
credit agreement) as follows: (1) a maximum letter of credit fee
of 5% per annum on the average aggregate face amount of
commercial paper outstanding during each quarter, with the
specific amount of such fee to be determined based upon Entergy
Louisiana's senior debt rating; (2) a maximum commitment fee of
2% per annum on the difference between the maximum commitment
under the new credit agreement and the average daily amount of
commercial paper and revolving credit loans outstanding
thereunder during each quarter; (3) a maximum administrative fee
of $50,000 per annum; and (4) maximum one time closing fees of
$1,500,000, consisting of up-front fees, arrangement fees,
administrative agency fees and such other closing fees as are
customary in connection with similar credit agreements.
Under the terms of the Lease, River Fuel may not enter
into any successor credit agreement without the consent of
Entergy Louisiana. Authorization is requested for Entergy
Louisiana to consent to the execution by River Fuel of a new
credit agreement (and any successor credit agreements)
incorporating the terms 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 _____________,
2000, 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
