File No. 70-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
_________________________________________
FORM U-1
_________________________________________
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________
Entergy Corporation Entergy Operations, Inc.
639 Loyola Avenue Echelon One
New Orleans, Louisiana 70113 1340 Echelon Parkway
Jackson, Mississippi 39213
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
(Names of companies filing this statement and
addresses of principal executive offices)
_________________________________________
Entergy Corporation
(Name of top registered holding company parent
of each applicant or declarant)
_________________________________________
Edwin A. Lupberger Donald C. Hintz
Chairman of the Board and President and Chief Executive Officer
Chief Executive Officer Entergy Operations, Inc.
Entergy Corporation Echelon One
639 Loyola Avenue 1340 Echelon Parkway
New Orleans, Louisiana 70113 Jackson, Mississippi 39213
Jerry D. Jackson
Executive Vice President -
External Affairs
Entergy Services, 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:
Joseph L. Blount, Esq. Larry Hamric, Esq.
Entergy Operations, Inc. Mark Hoffman, Esq.
Echelon One Entergy Services, Inc.
1340 Echelon Parkway 639 Loyola Avenue
Jackson, Mississippi 39213 New Orleans, Louisiana 70113
Robert B. McGehee, Esq.
Wise Carter Child & Caraway
Professional Association
401 East Capitol Street
Jackson, Mississippi 39201
William T. Baker, Jr., Esq.
Reid & Priest LLP
40 West 57th Street
New York, New York 10019
<PAGE>
Item 1. Description of Proposed Transactions.
Section A. Introduction
Entergy Corporation ("Entergy"), a registered holding
company under the Public Utility Holding Company Act of 1935, as
amended (the "Act"); its wholly-owned subsidiary Entergy
Operations, Inc. ("Entergy Operations"), which currently operates
and manages the nuclear power generating plants in the Entergy
System<FN1> and Entergy's wholly-owned subsidiary Entergy Services,
Inc. ("Entergy Services"), which is a service company for the
Entergy System, propose to enter into a series of transactions<FN2>
whereby (1) Entergy will establish and acquire all the common
stock of a new subsidiary to be named Entergy Nuclear, Inc.
("Entergy Nuclear"), which will serve as a holding company for
one or more wholly-owned special purpose companies
("Subsidiaries"); (2) Entergy Services and Entergy Nuclear will
enter into a service agreement pursuant to which Entergy Services
may provide certain administrative and other support services to
Entergy Nuclear; (3) Entergy Operations and Entergy Nuclear will
enter into a shared service agreement pursuant to which they may
provide to each other certain reciprocal nuclear-related
services, including the sharing and/or loaning of personnel; and
(4) Entergy Nuclear and each Subsidiary will enter into a
separate shared service agreement pursuant to which the parties
may provide to each other certain reciprocal nuclear-related
services, including the sharing and/or loaning of personnel.
Entergy Nuclear directly or through the Subsidiaries will provide
nuclear plant operations, management and other nuclear-related
services and products to non-affiliated companies. Neither
Entergy Nuclear nor any of the Subsidiaries will undertake
activities, without obtaining the approval of the Commission, if,
as a result of such activities, Entergy Nuclear or the Subsidiary
would be or become a public utility company as defined in
Section 2(a)(5) of the Act.
Section B. Background.
Entergy, through various of its subsidiaries, is primarily
engaged in the generation, transmission, distribution and sale of
electricity at retail and wholesale and the purchase of
electricity at wholesale. A major contributor to the System's
successful utility operations is the highly competent operation
and management of its nuclear-related business activities.
The System's proficiency in the nuclear-related business was
significantly expanded when Entergy approached its nuclear-
related business as a separate and distinct component of its
utility operations, which approach culminated in the
consolidation of the System's nuclear-related services,
management and manpower into one operating company. In 1986,
Entergy created System Energy as a nuclear operating company with
its own experienced nuclear management team and staff for the
purpose of owning and operating Grand Gulf. The high level of
operating performance of Grand Gulf under System Energy's
management confirmed the wisdom of the concept of a nuclear
operating company. Responding to System Energy's success in
operating and managing Grand Gulf, System Energy, Entergy
Arkansas and Entergy Louisiana, in 1990, consolidated all their
nuclear-related operations and management activities into Entergy
Operations, which was established to operate all of the System's
nuclear power facilities, consisting at that time of Grand Gulf,
Waterford 3, ANO Unit 1 and ANO Unit 2 (the four nuclear units
operated by Entergy Operations since 1990 to be hereinafter
referred to as the "Original Nuclear Units").
Entergy Operations became the Nuclear Regulatory Commission
("NRC") operating license holder for, and assumed responsibility
for all management and operational control in, the Original
Nuclear Units. In addition to providing focused management
attention, this consolidation of Entergy's nuclear resources
provided opportunities for cost reduction resulting from
increased efficiency and economies of scale. During the first
five years of Entergy Operations' management of the Original
Nuclear Units, the collective performance of those plants has
improved significantly. Please refer to attached Exhibit "I"
demonstrating the improved performance of the Original Nuclear
Units.
In late 1993, Entergy acquired Entergy Gulf States, the
principal owner and operator of River Bend. At that time, River
Bend's performance was below Entergy Operations' performance
standards. Entergy Operations became River Bend's NRC licensed
operator. During Entergy Operations' first two years as the
operator, River Bend's performance has shown marked improvement.
Please refer to Exhibit "I."
The consolidation of the System's nuclear-related activities
under the operation and management of Entergy Operations has
reduced capital and direct operations and maintenance expenses,
has increased the safety levels at the System's nuclear
facilities and has otherwise significantly improved the
performance of each of the System's nuclear plants. Entergy
Operations has also been successful in attracting highly
qualified personnel, and its expertise in the management and
operation of the System's nuclear plant facilities is well
established in the industry.
As discussed in Section C below, Entergy now proposes to
organize a new holding company subsidiary, Entergy Nuclear, which
directly or through the Subsidiaries intends to market the
System's nuclear operations and management expertise and related
services and products to domestic and foreign companies not
affiliated with Entergy ("Non-affiliates"). Such expansion and
diversification of its business is responsive to the present
climate of competitiveness in the utility industry and will be
beneficial to consumers, investors and the public interest.
Section C. Organization and Business of Entergy Nuclear and
the Subsidiaries.
Certain Non-affiliates are currently seeking nuclear-related
services and others may be seeking such services in the future;
therefore, Entergy proposes to organize and capitalize a new
subsidiary, Entergy Nuclear, to serve as the vehicle through
which the System can investigate and develop nuclear business
enterprises and sell and market to a Non-affiliate services and
products related to the management and operation of a Non-
affiliate's nuclear facility ("Non-affiliated Nuclear Facility").
Entergy Nuclear will be established as a holding company that
will, in turn, create and capitalize the Subsidiaries. Entergy
Nuclear or the Subsidiaries will contract with Non-affiliates to
provide to Non-affiliated Nuclear Facilities nuclear-related
services and products in the following areas, including without
limitation: (1) long-term operation and maintenance of nuclear
power facilities; (2) management and supervision of nuclear power
facilities, such as quality assurance, strategic planning,
organization, policy matters and management services; (3)
technical services, such as development, engineering, design,
construction, construction management, pre-operational and start-
up testing, planning and procedures, financial services and
planning, system services and planning, operational services and
planning, radiation protection and chemistry control and
monitoring; (4) environmental services, such as environmental
licensing and compliance, negotiation of federal, state and local
permits, and environmental planning; (5) training services; (6)
technical and procedural resources, such as are embedded in
computer systems, programs and manuals; (7) nuclear fuel
procurement, delivery and storage; (8) refueling and outage
management; (9) nuclear-related human resources; (10)
decommissioning; (11) administrative support, (12) nuclear safety
and regulatory compliance; and (13) other managerial, legal and
technical services related to the nuclear power generation
business. All such services and any related products would be
provided to Non-affiliates at market prices. Neither Entergy
Nuclear nor any of the Subsidiaries will undertake activities,
without obtaining the approval of the Commission, if, as a result
of such activities, Entergy Nuclear or the Subsidiary would be or
become a public utility company as defined in 2(a)(5) of the
Act.
A Subsidiary may be established to provide nuclear-related
services exclusively to a single Non-affiliate or for a single
Non-affiliated Nuclear Facility. For example, if a Non-affiliate
owner of two Non-affiliated Nuclear Facilities desires to
contract for services for each facility, two separate
Subsidiaries could be formed to provide those services.
Section D. Agreements Among Entergy Nuclear, Entergy
Operations, Entergy Services and the Subsidiaries.
Certain functions are already available through other System
companies; therefore, Entergy Nuclear will enter into agreements
with Entergy Operations and Entergy Services pursuant to which
Entergy Nuclear, rather than independently performing certain
services itself, may obtain services from Entergy Operations or
Entergy Services.
1. Agreement Between Entergy Nuclear and Entergy Services.
There are certain administrative functions and activities
which, by virtue of common ownership, are more cost effectively
performed by a single company, Entergy Services, to meet the
mutual needs of Entergy and all its associate companies. The
activities, which pursuant to the Commission's Order in File No.
80-8105, dated July 8, 1993 (HCAR No. 25848), may be performed by
Entergy Services for System companies, include without
limitation: (1) external financial reporting; (2) tax services;
(3) pension and benefit administration; (4) risk management; (5)
treasury; (6) corporate finance; and (7) legal services. It is
proposed that such administrative and support services, as may be
performed by Entergy Services, will be performed by Entergy
Services for Entergy Nuclear pursuant to an agreement between
Entergy Services and Entergy Nuclear ("Service Agreement") that
will enable Entergy Nuclear, in turn, to provide such services to
the Subsidiaries.
In the event either of Entergy Nuclear or Entergy Services
develops or has available any product, process, program or
technique that is protected by copyright, patent or trademark
laws ("Intellectual Property"), the company that develops or has
available such Intellectual Property will make it available to
the other company, upon request and at cost, for utilization by
such requesting company; provided that such requesting company
shall not be entitled to market or provide such Intellectual
Property to a Non-affiliate. Such provision of Intellectual
Property is subject to certain further restrictions regarding
contractual commitments, applicable laws and regulations, and the
legal rights and entitlements of others.
All costs for such administrative and support services
obtained from Entergy Services will be allocated in accordance
with Rules 90 and 91.<FN3> Reference is made to Exhibit B-1 for a
form of the Service Agreement between Entergy Nuclear and Entergy
Services, which sets forth the manner in which the costs of
contracted services will be allocated and charged.
2. Agreement Between Entergy Operations and Entergy
Nuclear.
In order to benefit consumers, investors and the public
interest, it is proposed that Entergy Operations be permitted to
provide to Entergy Nuclear certain services and products related
to nuclear business operations, including without limitation the
sharing and/or loaning of personnel, as necessary and as
available, pursuant to a service agreement ("Shared Service
Agreement") that will enable Entergy Nuclear, in turn, to provide
to the Subsidiaries the nuclear-related services and products.
Such services would only be provided on an "as-available" basis
with Entergy Operations giving preference to providing services
for the nuclear plants of the System Nuclear Owners so as to
avoid taking any actions that would disadvantage or prejudice any
of the System Nuclear Owners. Entergy and Entergy Operations
further propose that the Shared Service Agreement include
reciprocal provisions regarding Entergy Nuclear's provision to
Entergy Operations of certain services and products related to
nuclear business operations, including without limitation the
sharing and/or loaning of personnel, as necessary, depending on
the availability of the requested personnel.
The Shared Service Agreement will provide that in the event
either of Entergy Operations or Entergy Nuclear develops or has
available Intellectual Property, Entergy Operations or Entergy
Nuclear shall make such Intellectual Property available, upon
request and at cost, to the other company for utilization by the
requesting company. Entergy Nuclear will also be authorized to
market such Intellectual Property to Non-Affiliates but shall
have no rights to market Intellectual Property provided by
Entergy Operations in such manner as would prohibit or restrict
continued use of the technology by Entergy Operations or the
System Nuclear Owners. Such provision of Intellectual Property
is subject to certain further restrictions regarding contractual
commitments, applicable laws and regulations, and the legal
rights and entitlements of others.
To the extent available, these reciprocal nuclear services,
as may be provided, will be provided on an as-needed basis and at
allocated costs determined in accordance with Rules 90 and 91.<FN4>
Reference is made to a form of the Shared Service Agreement
providing for arms-length transactions between Entergy Operations
and Entergy Nuclear, at Exhibit B-2, which sets forth the manner
in which the costs of such services will be allocated and
charged.
3. Agreement Between Entergy Nuclear and Each Subsidiary.
Entergy Nuclear may also provide certain nuclear-related
services and products and administrative and support services to
each of the Subsidiaries pursuant to a separate service agreement
("Subsidiary Shared Service Agreement") with each such
Subsidiary. Entergy Nuclear may utilize its own staff to provide
such services to the Subsidiary, or it may issue service requests
to Entergy Operations or Entergy Services or subcontract with a
Non-affiliate in order to provide requested services to the
Subsidiary. Each Subsidiary Shared Service Agreement will
provide for the reciprocal provision of services related to
nuclear business operations by the Subsidiary to Entergy Nuclear.
Services provided by either Entergy Nuclear or the Subsidiary,
pursuant to the Subsidiary Shared Service Agreement, may involve,
from time to time, the sharing and/or loaning of personnel, as
necessary and as available. This will enable Entergy Nuclear, at
the request of Entergy Operations, to retain a Subsidiary to
perform services as a subcontractor to Entergy Nuclear in order
to allow Entergy Nuclear to provide services directly to Entergy
Operations under the Shared Service Agreement.
The Subsidiary Shared Service Agreement will provide that in
the event either of Entergy Nuclear or the Subsidiary develops or
has available Intellectual Property, Entergy Nuclear or the
Subsidiary shall make it available, upon request and at cost, to
the other company for purposes of marketing to Non-affiliates or
for utilization by the requesting company. Such provision of
Intellectual Property is subject to certain restrictions
regarding contractual commitments, applicable laws and
regulations, and the legal rights and entitlements of others.
To the extent available, these reciprocal nuclear-related
services and the administrative and support services, as may be
provided, will be provided on an as-needed basis and in
accordance with Rules 90 and 91.<FN5> Reference is made to a form of
the Subsidiary Shared Service Agreement providing for arms-length
transactions between Entergy Nuclear and each of the Subsidiaries
at Exhibit B-3, which sets forth the manner in which the cost of
such services, will be allocated and charged.
Section E. Management of Entergy Nuclear.
In order to coordinate corporate oversight and control over
Entergy's nuclear operation and management companies, the
Executive Vice President and Chief Nuclear Officer of Entergy,
who is also presently serving as the President and Chief
Executive Officer of Entergy Operations, will serve as the Chief
Executive Officer and President of Entergy Operations and the
Chief Executive Officer of Entergy Nuclear. Such oversight would
be with the intent to assure that the System's nuclear operation
and management activities (1) are coordinated to facilitate
resource sharing and/or transfer and to provide, when
appropriate, for personnel sharing and/or loaning among Entergy
Operations, Entergy Nuclear and the Subsidiaries, pursuant to the
Shared Service Agreement and the Subsidiary Shared Service
Agreement, (2) are consistent with the System's performance
goals, including cost containment, operational excellence and
employee effectiveness and (3) result in benefits that can be
derived from diversity and depth of nuclear power talent
possessed by a large nuclear power generating company. Entergy
Nuclear's management will operate with an appropriate level of
corporate independence, while oversight of Entergy Operations and
Entergy Nuclear will be coordinated. Furthermore, such
coordinated oversight and control will be with the intent to
assure that the sharing and/or loaning of nuclear personnel
between Entergy Operations and Entergy Nuclear and between
Entergy Nuclear and the Subsidiaries will not adversely impact
Entergy's regulated domestic utility businesses.
Section F. Entergy Nuclear Corporate Structure and Financing.
The corporate instruments of Entergy Nuclear are structured
to take advantage of the State of Delaware's flexible statutory
provisions with respect to, among other things, corporate
governance, indemnification of directors and officers, and
limitation of liability. Reference is made to Exhibits A-1 and A-
2 hereto for information with respect to the structure of Entergy
Nuclear.
Entergy Nuclear will have 3,000 initial authorized shares of
common stock, no par value. For further information with respect
to the common stock, reference is made to Exhibit A-3.
Authorization is hereby requested for Entergy to make
investments in Entergy Nuclear, at one time or from time to time,
up to an aggregate amount of $10 million outstanding at any one
time through December 31, 2000, (and continuing beyond December
31, 2000, in accordance with the terms of any debt incurred or
guaranty issued prior to such date pursuant to any order in this
File) in connection with financing Entergy Nuclear's working
capital, its activities, including the formation and
capitalization of the Subsidiaries by Entergy Nuclear, and other
corporate purposes and for Entergy Nuclear to make investments in
its Subsidiaries. Entergy's investments in Entergy Nuclear and
Entergy Nuclear's investments in its Subsidiaries may take the
form of (1) purchase of common stock; (2) capital contributions
and open account advances; (3) loans (and the conversion of any
such loans to capital contributions); (4) guaranties of the
securities or other obligations; or (5) any combination of the
foregoing; in addition, in the case of Entergy Nuclear,
authorization is requested for Entergy Nuclear to make other
extensions of credit or enter into co-suretyship or other
indemnity arrangements, relating to the securities or other
obligations of its Subsidiaries; provided that any loans from
Entergy to Entergy Nuclear would bear interest at a rate not to
exceed the prime rate in effect on the date of the loan at a bank
designated by Entergy.<FN6>
Item 2. Fees, Commissions and Expenses.
To be supplied by amendment.
Item 3. Applicable Statutory Provisions.
Entergy, Entergy Operations and Entergy Services believe
that (a) Sections 6(a) and 7 of the Act may apply to the issuance
of common stock by Entergy Nuclear and the issuance of common
stock by the Subsidiaries; (b) Sections 9(a) and 10 of the Act
and Rule 45(b)(1) may apply to Entergy's proposed acquisition of
common stock of Entergy Nuclear, to Entergy Nuclear's proposed
acquisition of common stock of the Subsidiaries and to the
business activities of Entergy Nuclear and the Subsidiaries; (c)
Section 13 of the Act and Rules 86, 87, 90 and 91 may apply to
the arrangements for the provision of services (i) by Entergy
Operations to Entergy Nuclear, (ii) by Entergy Services to
Entergy Nuclear, (iii) by Entergy Nuclear to Entergy Operations,
(iv) by Entergy Nuclear to each of the Subsidiaries, and (v) by
each of the Subsidiaries to Entergy Nuclear, and (d) the conduct
of each of Entergy Nuclear's and the Subsidiaries' activities is
subject to, and the conduct of each of Entergy Operations' and
Entergy Services' activities will continue to be subject to,
Section 13(b) of the Act and Rules 86, 87, 90 and 91, thereunder,
including applicable exemptions.<FN7>
To the extent that the proposed transactions are considered
by the Commission to require authorization, approval or exemption
under any section of the Act or the rules thereunder other than
those specifically referred to herein, Entergy, Entergy
Operations and Entergy Services hereby request such
authorization, approval or exemption.
Item 4. Regulatory Approval.
No state or local regulatory body or agency and no other
federal commission or agency other than the Commission has
jurisdiction over Entergy's, Entergy Operations' or Entergy
Services' participation in the proposed transactions or would
have jurisdiction over Entergy Nuclear's participation in the
proposed transactions among Entergy Nuclear, Entergy Services,
and Entergy Operations. The NRC or certain of the states may
have jurisdiction over certain arrangements by certain of the
Subsidiaries to operate Non-affiliated Nuclear Facilities.
Item 5. Procedure.
Entergy, Entergy Operations and Entergy Services hereby (i)
request that the Commission's Order be issued as soon as
practicable, but in no event later than July 15, 1996; (ii) waive
a recommended decision by a hearing officer or any other
responsible officer of the Commission; (iii) agree that the staff
of the Division of Investment Management may assist in the
preparation of the Commission's decision; and (iv) request that
there be no waiting period between the date of issuance of the
Commission's Order and the date on which it is to become
effective.
Item 6. Exhibits and Financial Statements.
a. Exhibits:
A-1 Certificate of Incorporation
of Entergy Nuclear;
A-2 Form of Bylaws of Entergy
Nuclear
A-3 Form of Entergy Nuclear Common
Stock Certificate
B-1 Form of Service Agreement
between Entergy Services and Entergy Nuclear
B-2 Form of Shared Service
Agreement between Entergy Operations and
Entergy Nuclear
B-3 Form of Subsidiary Shared
Service Agreement between Entergy Nuclear and
a Subsidiary
C Not applicable
D Not applicable
*F Opinions of counsel
*G Financial Data Schedule
H Suggested Form of Notice of
proposed transactions for publication in the
Federal Register
__________________
*To be filed by amendment
b. Financial Statements: to be filed by amendment
Item 7. Information as to Environmental Effects.
a. As stated in Item 5, Entergy, Entergy Operations
and Entergy Services request that the Order in this
file be received no later than July 15, 1996. The
proposed transaction that is subject to the
jurisdiction of the Commission, as more fully described
in Item 1, has no environmental impact in and of
itself.
b. Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, as amended, each undersigned company has
duly caused this statement to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTERGY CORPORATION
BY: /s/ Donald C. Hintz
Donald C. Hintz
Executive Vice President
and Chief Nuclear Officer
ENTERGY OPERATIONS, INC.
BY: /s/ Donald C. Hintz
Donald C. Hintz
President and
Chief Executive Officer
ENTERGY SERVICES, INC.
BY: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President and
General Counsel
Date: May 6, 1996
<PAGE>
EXHIBIT "I"
The electric utility industry recognizes three (3) key areas
for measuring the performance of a nuclear generating plant.
Those areas are:
1. Safety/Regulatory Performance
(measured by NRC SALP scores)<FN8>
2. Operating Performance (measured by Plant
Capacity Factor)<FN9>
3. Cost Performance (measured as Total
Production Cost - Mils/Kwh)<FN10>
The tables below illustrate the performance of Entergy's Original
Nuclear Units, as that term is defined in the accompanying
Application-Declaration, relative to the U.S. nuclear industry
(a) from the time Entergy Operations assumed control of the
plants in 1990, (b) during the reported three-year period of 1992
through 1994 and (c) during the last reported three-year period
of 1993 through 1995. For all measurements, performance is
demonstrated by three-year rolling averages, ending in 1989, 1994
and 1995. The data are presented for the three key performance
measurements indicated above, and those performance measurements
for the reporting years of 1987-1989 and 1992-1994 are compared
to the performance of the U.S. nuclear power generation industry
average.<FN11>
1987-1989 1992-1994 Improvement 1993-1995
Safety/Regulatory
(SALP Score)
ANO<FN12> 1.86 1.34 0.52 1.34
GGNS<FN13> 1.42 1.07 0.35 1.07
Waterford 1.61 1.38 0.23 1.38
Entergy Operations
Average 1.63 1.26 0.37 1.26
Industry Average 1.73 1.60 0.13
Generation
(Plant Capacity Factor)
ANO 65.3% 86.9% 21.6% 87.7%
GGNS 84.0% 85.5% 1.5% 84.7%
Waterford 76.3% 87.3% 11.0% 87.9%
Entergy Operations
Average 73.8% 86.6% 12.8% 86.9%
Industry
Average 64.3% 72.2% 7.9%
Cost (Total Production Cost - Mils/Kwh)
ANO 22.0 18.4 3.6 17.3
GGNS 23.8 18.6 5.2 18.0
Waterford 21.1 17.2 3.9 17.1
Entergy Operations
Average 22.3 18.1 4.2 17.4
Industry
Average 21.2 20.9 0.3
Representative of Entergy Operations' successful management
of the Original Nuclear Units are the following achievements:
(1) Grand Gulf was recognized by the NRC
three consecutive times in 1993 and 1994 for
having a high level of safety performance
deserving a formal recognition through the NRC's
"good performer" list. The practice of issuing
this semi-annual list was discontinued by the NRC
in mid-1994. All three "good performer" lists
included Grand Gulf.
(2) In 1994, ANO Unit 1 was selected as
the most improved nuclear unit in the nation by
Nuclear News, a respected publication of the
American Nuclear Society.
(3) In 1995, Waterford was selected as a
finalist in the North American Maintenance
Excellence Award competition. The award
recognizes leadership in the field of maintenance
and equipment reliability. Waterford was the only
utility plant to advance to finalist status in
that competition. Previous winners include such
companies as General Electric, Eastman Kodak, and
International Paper.
Since Entergy Operations began operating River Bend
approximately two years ago, there has been marked improvement in
River Bend's performance. For example, in 1995, River Bend
received a SALP score of 1.75 which is a considerable improvement
over its 1993 SALP score of 2.50. During 1995, River Bend posted
a capacity factor of 96.7%, up significantly from 64.1% in 1993,
and a year-end annual production cost of 23.5 mils/kwh, a figure
better than its 1993 production cost of 36.2 mils/kwh.
_______________________________
<FN1> Entergy and its various direct and indirect
subsidiaries comprise the Entergy System (the "Entergy
System" or the "System"), which currently consists of (1)
five retail electric utility companies: Entergy Arkansas,
Inc. ("Entergy Arkansas"; formerly named Arkansas Power &
Light Company), Entergy Gulf States, Inc. ("Entergy Gulf
States"; formerly named Gulf States Utilities Company),
Entergy Louisiana, Inc. ("Entergy Louisiana"; formerly named
Louisiana Power & Light Company), Entergy Mississippi, Inc.
("Entergy Mississippi"; formerly named Mississippi Power &
Light Company), and Entergy New Orleans, Inc. ("Entergy New
Orleans"; formerly named New Orleans Public Service Inc.);
(2) a wholesale generating company, System Energy Resources,
Inc. ("System Energy"), that sells power to Entergy
Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy
New Orleans; (3) a wholesale generating company, Entergy
Power, Inc., that sells power to non-affiliates; (4) a
service company subsidiary, Entergy Services, Inc.; (5)
Entergy Operations; (6) a non-utility development and
consulting company, Entergy Enterprises, Inc. ("Entergy
Enterprises"); (7) a fuel supply company, System Fuels, Inc.
("System Fuels); (8) an energy management services company,
Entergy Systems and Services, Inc.; (9) subsidiary companies
formed to own Entergy's interests in certain Argentine
utility companies exempt pursuant to orders of the
Commission issued under Section 3(b) of the Act, and (10)
various other direct and indirect subsidiary companies
formed to own Entergy's interests in "eligible facilities"
within the meaning of Section 32(a) of the Act and "foreign
utility companies" within the meaning of Section 33 of the
Act.
There are currently five (5) nuclear power generating
units in the Entergy System: Unit No. 1 of Arkansas Nuclear
One ("ANO Unit 1") and Unit No. 2 of Arkansas Nuclear One
("ANO Unit 2") (ANO Unit 1 and ANO Unit 2 being sometimes
jointly referred to as "ANO"), both owned by Entergy
Arkansas.; Grand Gulf Nuclear Station ("Grand Gulf"), owned
by System Energy; Waterford 3 Nuclear Station ("Waterford
3"), owned by Entergy Louisiana.; and River Bend Nuclear
Station ("River Bend") owned by Entergy Gulf States (the
owners of these nuclear units being hereinafter referred to
collectively as the "System Nuclear Owners").
<FN2> Certain aspects of the proposed transactions have been
previously authorized, or have been, or may be, exempted, by
the Securities and Exchange Commission (the "Commission") by
rule, regulation or order.
<FN3> Reference is hereby made to Entergy's Application-
Declaration in File No. 70-8529 seeking Commission approval
to except certain affiliate transactions from the operation
of Rules 90 and 91. To the extent that certain of the
transactions described herein involve affiliate
transactions, Entergy, Entergy Operations and Entergy
Services request that any such transaction involving Entergy
Nuclear or the Subsidiaries be exempt from any order of the
Commission issued in File No. 70-8529 that would allow or
require an exception to Rules 90 and 91. Discussions have
been had with all of the System's state and local regulatory
authorities regarding the establishment and operations of
Entergy Nuclear, and all such regulatory authorities have
reviewed a draft and are receiving a copy of this
Application-Declaration on Form U-1.
<FN4> Please refer to Note 3.
<FN5> Please refer to Note 3.
<FN6> Please refer to Note 2.
<FN7> Please refer to Note 2.
<FN8> The NRC assigns Systematic Assessment of Licensee
Performance ("SALP") scores of 1.0 through 3.0 to each
licensed nuclear generating plant with 1.0 being the best
possible safety/regulatory performance measurement.
<FN9> Capacity factor measures the operating performance of
a nuclear facility as a percentage of the amount of
electricity generated during a year as compared to the
maximum amount of electricity a facility could have
generated had it operated at capacity for 365 days during
the given year.
<FN10> Total production cost includes fuel expense plus non-
fuel operation and maintenance ("O&M") costs.
<FN11> Performance data regarding the nation's nuclear power
generating industry average is not yet available for the
years 1993-1995.
<FN12> The performance ratings for ANO reflect a composite
score for ANO Unit 1 and ANO Unit 2.
<FN13> When System Energy assumed control of Grand Gulf in
1986, Grand Gulf's SALP score was 1.73, its capacity factor
was 41.8% and its production cost was 39.1 mils/kwh.
Exhibit A-1
CERTIFICATE OF INCORPORATION
OF
ENTERGY NUCLEAR, INC.
FIRST: The name of the Corporation is Entergy
Nuclear, Inc. (hereinafter the "Corporation").
SECOND: The address of the registered office of the
Corporation in the State of Delaware is 1209 Orange Street,
in the City of Wilmington, County of New Castle. The name
of its registered agent at that address is The Corporation
Trust Company.
THIRD: The purpose of the Corporation is to engage in
any lawful act or activity for which a corporation may be
organized under the General Corporation Law of the State of
Delaware as set forth in Title 8 of the Delaware Code.
FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 3000 shares of
capital stock having no par value per share and of one
class; such class is hereby designated as common stock.
FIFTH: The business and affairs of the Corporation
shall be managed by or under the direction of the Board of
Directors, which shall consist of not less than three (3)
nor more than fifteen (15) directors, the exact number of
directors to be determined from time to time by resolution
adopted by affirmative vote of a majority of the entire
Board of Directors. A director shall hold office until the
next succeeding annual meeting of stockholders and until his
successor shall be elected, subject, however, to prior
death, resignation, retirement or removal from office.
Vacancies occurring in the Board of Directors and newly
created directorships resulting from an increase in the
authorized number of directors may be filled by a majority
of the directors then in office, even if less than a quorum,
or by a sole remaining director. Any director elected to
fill a vacancy shall serve until the next succeeding annual
meeting of stockholders and until his or her successor shall
be elected and qualified.
SIXTH: In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is
expressly authorized to make, adopt, alter, amend, change or
repeal the Bylaws of the Corporation. In addition to the
powers and authority hereinbefore or by statute expressly
conferred upon them, the directors are hereby empowered to
exercise all such powers and do all such acts and things as
may be exercised or done by the Corporation, subject,
nevertheless, to the provisions of the statutes of Delaware,
this Certificate of Incorporation, and any Bylaws adopted by
the stockholders; provided, however, that no Bylaws
hereafter adopted by the stockholders or otherwise shall
invalidate any prior act of the directors which would have
been valid if such Bylaws had not been adopted.
SEVENTH: Notwithstanding any other provision of this
Certificate of Incorporation or the Bylaws of the
Corporation to the contrary, no action required to be taken
or which may be taken at any annual or special meeting of
stockholders of the Corporation may be taken by written
consent without such a meeting except any action taken upon
the signing of a consent in writing by the holders of not
less than the greater of (a) a majority of the outstanding
stock of the Corporation entitled to vote thereon and (b)
that number of shares of stock of the Corporation that would
be required to take such action at a special or annual
meeting of stockholders where holders of all outstanding
stock of the Corporation were present, setting forth the
action to be taken. Special meetings of stockholders of the
Corporation may be called only by the Board of Directors,
the Chairman of the Board, the person, if any, designated by
the Board of Directors as the Chief Executive Officer of the
Corporation, a majority of the members of the entire
Executive Committee of the Board of Directors, if there
shall be one, or by the holders of not less than a majority
of the outstanding stock of the Corporation entitled to vote
at the special meeting.
EIGHTH: A. To the fullest extent authorized or
permitted by the General Corporation Law of the State of
Delaware, as the same exists or may hereafter be amended, a
director of the Corporation shall not be personally liable
to the Corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director.
Any repeal or modification of this Section A of Article
EIGHTH shall not have any effect on the liability or alleged
liability of any director of this Corporation for any act or
omission of such director occurring prior to such repeal or
modification, or otherwise adversely affect any right or
protection of a director of the Corporation existing at the
time of such repeal or modification.
B. The Corporation shall indemnify its directors and
officers to the fullest extent authorized or permitted by
the General Corporation Law of the State of Delaware, as the
same exists or may hereafter be amended, and such right to
indemnification shall continue as to a person who has ceased
to be a director or officer of the Corporation and shall
inure to the benefit of his or her heirs, executors and
administrators: provided, however, that, except for
proceedings to enforce rights to indemnification, the
Corporation shall not be obligated to indemnify any director
or officer (or his or her heirs, executors or
administrators) in connection with a proceeding (or part
thereof) initiated by such person unless such proceeding (or
part thereof) was authorized by the Board of Directors of
the Corporation. The right to indemnification conferred in
this Section B of Article EIGHTH shall include the right to
be paid by the Corporation the expenses incurred in
defending or otherwise participating in any proceeding in
advance of its final disposition.
The Corporation may, to the extent authorized from time
to time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation who are not
directors or officers similar to those conferred in this
Section B of Article EIGHTH to directors and officers of the
Corporation.
The rights to indemnification and to the advancement of
expenses conferred in this Section B of Article EIGHTH shall
not be exclusive or any other right which any person may
have or hereafter acquire under this Certificate of
Incorporation, the Bylaws, any statute, agreement, vote of
stockholders or disinterested directors, or otherwise.
Any repeal or modification of this Section B of Article
EIGHTH by the stockholders of the Corporation shall not
adversely affect any rights to indemnification and
advancement of expenses of a director or officer of the
Corporation existing pursuant to this Section B of Article
EIGHTH with respect to any acts or omissio ns occurring
prior to such repeal or modification.
C. The Corporation may maintain insurance, at its
expense, to protect itself and any director, officer,
employee or agent of the Corporation or another corporation,
partnership, joint venture, trust, employee benefit plan or
other enterprise against any expense, liability or loss,
whether or not the Corporation would have the power to
indemnify such person against such expense, liability or
loss under the General Corporation Law of the State of
Delaware. The Corporation may also obtain a letter of
credit, act as self-insurer, create a reserve, trust,
escrow, cash collateral or other fund or account, enter
into indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate
for the protection of any or all such persons.
NINTH: Each of the directors of the Corporation may
be removed from office at any time, with or without cause,
but a director may be removed without cause only by the
affirmative vote of the holders of not less than two-thirds
of the outstanding stock of the Corporation then entitled to
vote for the election of such director.
TENTH: The name of the Incorporator is Laurence M.
Hamric and his mailing address is c/o Entergy Services,
Inc., 639 Loyola Avenue, New Orleans, Louisiana 70113.
ELEVENTH : Meetings of stockholders may be held
within or without the State of Delaware, as the Bylaws may
provide. The books of the Corporation may be kept (subject
to any provision contained in the General Corporation Law of
the State of Delaware) outside the State of Delaware at such
place or places as may be designated from time to time by
the Board of Directors or in the Bylaws of the Corporation.
TWELFTH: The Corporation reserves the right to amend,
alter, change or repeal any provision contained in this
Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
THE UNDERSIGNED, being the Incorporator hereinbefore
named, for the purpose of forming a corporation pursuant to
the General Corporation Law of the State of Delaware, do
make this Certificate hereby declaring and certifying that
this is my act and deed and the facts herein stated are
true, and accordingly have hereunto set my hand this ____
day of April, 1996.
____________________________
Laurence M. Hamric - Incorporator
Witness:
______________________________
Exhibit A-2
ENTERGY NUCLEAR, INC.
BYLAWS
ARTICLE I.
OFFICES.
The registered office of the Corporation shall be in
the City of Wilmington, County of New Castle, State of
Delaware. The Corporation also may have offices at such
other places, both within and without the State of Delaware,
as from time to time may be designated by the Board of
Directors.
ARTICLE II.
MEETINGS OF STOCKHOLDERS.
SECTION 1. Place of Meetings. All meetings of
stockholders, whether annual or special, shall be held at
such places either within or without the State of Delaware,
as shall have been fixed by the Board of Directors and set
forth in the notice of meeting.
SECTION 2. Annual Meeting. The annual meeting of
stockholders for the election of Directors and the
transaction of such other business as may properly come
before the meeting shall be held on such date and at such
time of day as shall have been fixed by resolution of the
Board of Directors. With respect to any such annual meeting
of stockholders, the Corporation shall solicit proxies,
relating to all matters proposed by the management of the
Corporation at the time of such solicitation, to be
submitted for action at said annual meeting, from the
holders of all securities of the Corporation entitled to
vote at such annual meeting.
SECTION 3. Special Meetings. Special meetings of the
stockholders may be held at any time upon the call of a
majority of the entire Board of Directors, the Chairman of
the Board, the person, if any, designated by the Board of
Directors as the Chief Executive Officer, a majority of the
entire Executive Committee of the Board of Directors, if
there should be one, or by the holders of not less than a
majority of the outstanding stock entitled to vote at the
special meeting. The notice of each special meeting shall
state the place, date, hour, and purpose or purposes of the
proposed meeting, and the business transacted at such
meeting shall be confined to such purpose or purposes. Such
written notice shall be given not less than ten nor more
than sixty days before the date of the meeting to each
stockholder entitled to vote at such meeting. In the event
that a special meeting is called by the holders of not less
than a majority of the outstanding stock entitled to vote at
the special meeting in accordance with the provisions of the
Articles of Incorporation and this Section 3 of Article II,
the Board of Directors shall, within ten days of receipt of
such call (i) fix a record date, which record date shall not
precede the date upon which the resolution fixing the record
date is adopted by the Board of Directors, and which record
date shall not be more than ten days after the date upon
which the resolution fixing the record date is adopted by
the Board of Directors and (ii) set a special meeting date,
which meeting date shall be not less than ten nor more than
sixty days after the record date established pursuant to
clause (i).
SECTION 4. Stockholders' Lists. A complete list of the
stockholders entitled to vote at any meeting of
stockholders, arranged in alphabetical order, with the
residence of each, and the number of shares held by each,
shall be prepared by the Secretary and filed in the
principal business office of the Corporation, and shall be
open to the examination of any stockholder, during the usual
hours for business at least ten days before any meeting, at
the place where such meeting is to be held, or at another
location within the city where such meeting is to be held
specified in the notice, and shall be available at the time
and place of such meeting and open to the examination of any
stockholder.
SECTION 5. Notice. A written or printed notice, signed
by the Chairman of the Board, the President, a Vice
President, the Secretary or an Assistant Secretary, the
Treasurer or an Assistant Treasurer, of the time, place and
purpose or purposes of every meeting of stockholders shall
be served upon or mailed or caused to be mailed, postage
prepaid, by the Secretary or the officer performing his
duties not less than ten nor more than sixty days before
such meeting to each stockholder of record entitled to vote
at each shareholder's address as it appears upon the stock
book of the Corporation.
SECTION 6. Organization. The chief executive officer
or, in his absence, a person appointed by him or, in default
of such appointment, the officer next in seniority of
position, shall call meetings of the stockholders to order
and shall act as chairman thereof. The Secretary of the
Corporation, if present, shall act as secretary of all
meetings of stockholders, and in his absence, the presiding
officer may appoint a secretary.
SECTION 7. Action by Consent. Unless otherwise
restricted by the Certificate of Incorporation or these
Bylaws, any action required or permitted to be taken at any
meeting of the Board of Directors may be taken without a
meeting, if all members of the Board consent thereto in
writing, and the writing or writings are filed with the
minutes of proceedings of the Board.
SECTION 8. Telephonic Meetings. Unless otherwise
restricted by the Certificate of Incorporation or these
Bylaws, members of the Board of Directors may participate in
a meeting of the Board by means of conference telephone or
similar communications equipment by means of which all
persons participating in such meeting can hear each other,
and participation in a meeting pursuant to this Section 9 of
Article IV shall constitute presence in person at such
meeting.
ARTICLE III.
DIRECTORS
SECTION 1. General Powers. The property, affairs and
business of the Corporation shall be managed by the Board of
Directors.
SECTION 2. Term of Office. The term of office of each
Director shall be until the next annual meeting of
stockholders and until his successor is duly elected and
qualified or until the earlier death, resignation or removal
of such Director.
SECTION 3. Resignations. Any Director may resign at any
time by giving notice of such resignation to the Board of
Directors, the Chairman of the Board, the Vice Chairman, the
President, a Vice President, the Secretary or an Assistant
Secretary of the Corporation. Unless otherwise specified
therein, such resignation shall take effect upon receipt
thereof by the Board of Directors or any such officer.
SECTION 4. Meetings Notice. Meetings of the Board of
Directors shall be held at such place, within or without the
State of Delaware, as may from time to time be fixed by
resolution of the Board or by the Chairman of the Board, the
Vice Chairman, the President or a Vice President and as may
be specified in the notice or waiver of notice of any
meeting. Meetings may be held at any time upon the call of
the Chief Executive Officer of the Corporation, the
Secretary of the Corporation, or any two of the Directors by
oral, telegraphic or written notice, duly given, or sent or
mailed to each Director not less than twenty-four hours
before such meeting. Regular meetings of the Board may be
held without notice at such time and place as shall from
time to time be determined by resolution of the Board.
ARTICLE IV.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES.
SECTION 1. Executive Committee. The Board of
Directors may appoint an Executive Committee of not less
than two or more than five members, to serve at the pleasure
of the Board.
SECTION 2. Procedure. The Executive Committee
shall meet at the call of the Chairman of the Executive
Committee or of any two members. A majority of the members
shall be necessary to constitute a quorum and action shall
be taken by a majority vote of those present.
SECTION 3. Powers and Reports. During the
intervals between the meetings of the Board of Directors,
the Executive Committee shall possess and may exercise all
the powers of the Board in the management and direction of
the business and affairs of the Corporation. The taking of
action by the Executive Committee shall be conclusive
evidence that the Board was not in session when such action
was taken. The Executive Committee shall keep regular
minutes of its proceedings and all action by the Executive
Committee shall be reported to the Board at its meeting next
following the meeting of the Executive Committee and shall
be subject to revision or alteration by the Board; provided,
that no rights of third parties shall be affected by such
revision or alteration.
SECTION 4. Other Committees. From time to time
the Board of Directors, by the affirmative vote of a
majority of the whole Board, may appoint other committees
for any purpose or purposes, and such committees shall have
powers as shall be conferred by the resolution of
appointment.
ARTICLE V.
OFFICERS.
SECTION 1. Number, Election and Term of Office. The
Board of Directors may elect a Chairman of the Board and
shall elect a President, a Secretary, a Treasurer and, in
their discretion, may elect one or more Vice Presidents.
Whenever the Board of Directors shall elect both a Chairman
of the Board and a President, the Board of Directors shall,
by resolution, designate one of them as the chief executive
officer of the Corporation who, subject to the direction of
the Board of Directors, shall have direct charge of and
general supervision over the business and affairs of the
Corporation. The officers of the Corporation shall be
elected annually by the Board of Directors and each shall
hold his office until his successor shall have been duly
elected and qualified or until he shall have died or
resigned or shall have been removed by majority vote of the
entire Board of Directors. Any number of offices may be
held by the same person. The Board of Directors may from
time to time appoint such other officers and agents as the
interest of the Corporation may require and may fix their
duties and terms of office.
SECTION 2. Chairman of the Board. If a Chairman of the
Board is elected by the Board of Directors, he shall be a
member of the Board of Directors, shall preside at all
meetings of the Board of Directors, and shall have such
other duties as from time to time may be assigned to him by
the Board of Directors, by the Executive Committee or, if
the Chairman of the Board is not the designated Chief
Executive Officer of the Corporation, by such Chief
Executive Officer.
SECTION 3. President. The President shall perform
duties incident to the office of a president of a
corporation and such other duties as from time to time may
be assigned to him by the Board of Directors, by the
Executive Committee or, if any such President is not
designated the Chief Executive Officer of the Corporation,
by the Chief Executive Officer.
SECTION 4. Vice Presidents. Each Vice President shall
have such powers and shall perform such duties as from time
to time may be conferred upon or assigned to him by the
Board of Directors or the Executive Committee, or as may be
delegated to him by the Chief Executive Officer.
SECTION 5. Secretary. The Secretary shall keep the
minutes of all meetings of the stockholders and of the Board
of Directors in books provided for the purpose; shall see
that all notices are duly given in accordance with the
provisions of the law and these Bylaws; shall be custodian
of the records and of the corporate seal of the Corporation;
shall see that the corporate seal is affixed to all
documents the execution of which under the seal is duly
authorized, and when the seal is so affixed may attest the
same; may sign, with the Chairman of the Board, the Vice
Chairman of the Board, the President or a Vice President,
certificates of stock of the Corporation; and in general,
shall perform all duties incident to the office of a
secretary of a corporation, and such other duties as from
time to time may be assigned by the Chief Executive
Officer, the Chairman of the Board, the Vice Chairman of the
Board, the President, the Board of Directors or the
Executive Committee.
The Secretary shall also keep, or cause to be kept, a
stock book, containing the name, alphabetically arranged, of
all persons who are stockholders of the Corporation, showing
their places of residence, the number of shares held by them
respectively, and the time when they respectively became the
owners thereof.
SECTION 6. Treasurer. The Treasurer shall have charge
of and be responsible for all funds, securities, receipts
and disbursements of the Corporation, and shall deposit, or
cause to be deposited, in the name of the Corporation, all
moneys or other valuable effects in such banks, trust
companies or other depositories as shall, from time to time,
be selected by the Board of Directors; may endorse for
collection on behalf of the Corporation, checks, notes and
other obligations; may sign receipts and vouchers for
payments made to the Corporation; singly or jointly with
another person as the Board of Directors may authorize, may
sign checks of the Corporation and pay out and dispose of
the proceeds under the direction of the Board; shall render
or cause to be rendered to the Chairman of the Board, the
President and the Board of Directors, whenever requested, an
account of the financial condition of the Corporation; may
sign, with the Chairman of the Board, the Vice Chairman of
the Board, the President or a Vice President, certificates
of stock of the Corporation; and in general, shall perform
all the duties incident to the office of a treasurer of a
corporation, and such other duties as from time to time may
be assigned by the Chief Executive Officer, the Chairman of
the Board, the Vice Chairman of the Board, the President,
the Board of Directors or the Executive Committee.
SECTION 7. Subordinate Officers. The Board of Directors
may appoint such assistant secretaries, assistant treasurers
and other subordinate officers as it may deem desirable.
Each such officer shall hold office for such period, have
such authority and perform such duties as the Board of
Directors may prescribe. The Board of Directors may, from
time to time, authorize any officer to appoint and remove
subordinate officers and to prescribe the powers and duties
thereof.
SECTION 8. Vacancies. Absences. Any vacancy in any of
the above offices may be filled for the unexpired portion of
the term by the Board of Directors, at any regular or
special meeting. Except when the law requires the act of a
particular officer, the Board of Directors or the Executive
Committee whenever necessary may, in the absence of any
officer, designate any other officer or properly qualified
employee, to perform the duties of the one absent for the
time being, and such designated officer or employee shall
have, when so acting, all the powers herein given to such
absent officer.
SECTION 9. Resignations. Any officer may resign at any
time by giving written notice of such resignation to the
Board of Directors, the Chairman of the Board, the Vice
Chairman of the Board, the President or the Secretary.
Unless otherwise specified therein, such resignation shall
take effect upon written receipt thereof by the Board of
Directors or by such officer.
ARTICLE VI.
CAPITAL STOCK.
SECTION 1. Stock Certificates. The certificates for
shares of the stock of the Corporation shall be in such
form, not inconsistent with the Certificate of
Incorporation, as shall be prepared or approved by the Board
of Directors. Every holder of stock in the Corporation
shall be entitled to have a certificate signed by or in the
name of the Corporation, by the Chairman of the Board (if
chief executive officer), the President or a Vice President,
and by the Treasurer or the Secretary certifying the number
of shares owned by him and the date of issue, and no
certificate shall be valid unless so signed. All
certificates shall be consecutively numbered and shall be
entered in the books of the Corporation as they are issued.
All signatures on the certificate may be facsimile. In
case any officer, transfer agent or registrar who has signed
or whose facsimile signature has been placed upon a
certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may
be issued by the Corporation with the same effect as if he
were such officer, transfer agent or registrar at the date
of issue.
SECTION 2. Transfer of Stock. Upon surrender to the
Corporation or the transfer agent of the Corporation of a
certificate for shares duly endorsed or accompanied by
proper evidence of succession assignment or authority to
transfer, the Corporation shall issue a new certificate to
the person entitled thereto, cancel the old certificate and
record the transaction upon its books.
SECTION 3. Registered Stockholders. The
Corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact
thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to, or interest in, such share
or shares on the part of any other person, whether or not it
shall have express or other notice thereof, save as
expressly provided by the laws of the State of Delaware.
SECTION 4. Lost Certificates. Any person claiming a
certificate of stock to be lost or destroyed shall make an
affidavit or affirmation of the fact and advertise the same
in such manner as the Board of Directors may require, and
the Board of Directors, in its discretion, may require the
owner of the lost or destroyed certificate, or his legal
representative, to give the Corporation a bond in a sum
sufficient, in the opinion of the Board of Directors, to
indemnify the Corporation against any claim that may be made
against it on account of the alleged loss of any such
certificate. A new certificate of the same tenor and for
the same number of shares as the one alleged to be lost or
destroyed may be issued without requiring any bond when, in
the judgment of the Directors, it is proper so to do.
SECTION 5. Record Date. In order that the Corporation
may determine the stockholders entitled to notice of or to
vote at any meeting of stockholders or any adjournment
thereof, or to express consent to corporate action in
writing without a meeting, or to receive payment of any
dividend or other distribution or allotment of any rights,
or to exercise any rights in respect of any change,
conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix, in
advance, a record date, which shall not be more than sixty
(60) nor less than ten (10) days before the date of such
meeting, nor more than sixty (60) days prior to any other
action. A determination of stockholders of record entitled
to notice of or to vote at a meeting of stockholders shall
apply to any adjournment of the meeting; provided, however,
that the Board of Directors may fix a new record date for
the adjourned meeting.
ARTICLE VII
CHECKS, NOTES, ETC.
SECTION 1. Execution of Checks, Notes, etc. All
checks and drafts on the Corporation's bank accounts and all
bills of exchange, promissory notes, acceptances,
obligations and other instruments for the payment of money,
shall be signed by the Chairman of the Board, the Vice
Chairman of the Board, the President or any Vice President
and by the Treasurer or any Assistant Treasurer, or shall be
signed by such other officer or officers, person or persons,
as shall be thereunto authorized by the Board of Directors
or the Executive Committee.
SECTION 2. Execution of Contracts, Assignments. etc.
All contracts, agreements, endorsements, assignments,
transfers, stock powers, and other instruments shall be
signed by the Chief Executive Officer, the Chairman of the
Board, the Vice Chairman of the Board, the President or any
Vice President or shall be signed by such officer or
officers, person or persons, as shall be thereunto
authorized by the Board of Directors or the Executive
Committee or by the Chief Executive Officer, Chairman of the
Board or the President.
SECTION 3. Voting of Stock and Execution of Proxies.
The Chairman of the Board, the Vice Chairman of the Board,
the President or a Vice President or any other officer of
the Corporation designated by the Board of Directors, the
Executive Committee, the Chairman of the Board, or the
President, shall be authorized to attend any meeting of the
stockholders of any other corporation in which the
Corporation is an owner of stock and to vote such stock upon
all matters coming before such meeting. The Chairman of the
Board, the Vice Chairman of the Board or the President or
any Vice President may sign and issue proxies to vote shares
of stock of other corporations owned by the Corporation.
ARTICLE VIII.
WAIVERS.
Whenever under the provisions of these Bylaws or of any
law the stockholders or Directors are authorized to hold any
meeting or take any action after notice or after the lapse
of any prescribed period of time, such meeting or action may
be held or taken without notice and without such lapse of
time, on written waiver of such notice and lapse of time
signed by every person entitled to such notice or by his
attorney or attorneys thereunto authorized, either before or
after the meeting or action to which such notice relates.
ARTICLE IX.
SEAL.
The seal of the Corporation shall show the year of its
incorporation and shall be in such form as the Board of
Directors shall prescribe. The seal on any corporate
obligation for the payment of money may be a facsimile,
engraved or printed.
ARTICLE X.
INDEMNIFICATION.
SECTION 1. Power to Indemnify in Actions, Suits or
Proceedings other Than Those by or in the Right of the
Corporation. Subject to Section 3 of this Article X the
Corporation shall indemnify any person who was or is a party
or is threatened to be made a party to or witness or other
participant in, any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of
the Corporation) by reason of the fact that he is or was a
director or officer of the Corporation, or is or was a
director or officer of the Corporation serving at the
request of the Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, against
expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if
he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of
the Corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not,
of itself, create a presumption that the person did not act
in good faith and in a manner which he reasonably believed
to be in or not opposed to the best interests of the
Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct
was unlawful.
SECTION 2. Power to Indemnify in Actions, Suits or
Proceedings by or in the Right of the Corporation. Subject
to Section 3 of this Article X, the Corporation shall
indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed
action or suit by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that
he is or was a director or officer of the Corporation, or is
or was a director or officer of the Corporation serving at
the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith
and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation; except
that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and
only to the extent that the Court of Chancery or the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for
such expenses which the Court of Chancery or such other
court shall deem proper.
SECTION 3. Authorization of Indemnification. Any
indemnification under this Article X (unless ordered by a
court) shall be made by the Corporation only as authorized
in the specific case upon a determination that
indemnification of the director or officer is proper in the
circumstances because he has met the applicable standard of
conduct set forth in Section 1 or Section 2 of this Article
X, as the case may be. Such determination shall be made (i)
by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action,
suit or proceeding, or (ii) if such a quorum is not
obtainable or, even if obtainable, by majority vote of a
committee duly designated by the Board of Directors (in
which directors who are parties may participate) consisting
solely of two or more directors not at the time parties to
such action, suit or proceeding, or (iii) if such a quorum
is not obtainable, or, even if obtainable, a quorum of
disinterested directors so directs, by independent legal
counsel in a written opinion, or (iv) by the stockholders.
To the extent, however, that a director or officer of the
Corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding described
above, or in defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in
connection therewith, without the necessity of authorization
in the specific case.
Any indemnification under this Article X shall be made
promptly and, in any event, to the extent practicable,
within sixty days of receipt by the Corporation of the
written request of the person to be indemnified.
SECTION 4. Good Faith Defined. For purposes of any
determination under Section 3 of this Article X, a person
shall be deemed to have acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best
interests of the Corporation, or, with respect to any
criminal action or proceeding, to have had no reasonable
cause to believe his conduct was unlawful, if his action is
based on the records or books of account of the Corporation
or another enterprise, or on information supplied to him by
the officers of the Corporation or another enterprise in the
course of their duties, or on the advice of legal counsel
for the Corporation or another enterprise or on information
or records given or reports made to the Corporation or
another enterprise by an independent certified public
accountant or by an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise.
The term ''another enterprise'' as used in this Section 4
shall mean any other corporation or any partnership, joint
venture, trust, employee benefit plan or other enterprise of
which such person is or was serving at the request of the
Corporation as a director, officer, employee or agent. The
provisions of this Section 4 shall not be deemed to be
exclusive or to limit in any way the circumstances in which
a person may be deemed to have met the applicable standard
of conduct set forth in Sections 1 or 2 of this Article X,
as the case may be.
SECTION 5. Indemnification by a Court. Notwithstanding
any contrary determination in the specific case under
Section 3 of this Article and notwithstanding the absence of
any determination thereunder, any director or officer may
apply to any court of competent jurisdiction in the State of
Delaware for indemnification to the extent otherwise
permissible under Sections 1 and 2 of this Article X. The
basis of such indemnification by a court shall be a
determination by such court that indemnification of the
director or officer is proper in the circumstances because
he has met the applicable standards of conduct set forth in
Sections 1 or 2 of this Article X, as the case may be.
Neither a contrary determination in the specify case under
Section 3 of this Article X nor the absence of any
determination thereunder shall be a defense to such
application or create a presumption that the director or
officer seeking indemnification has not met any applicable
standard of conduct. Notice of any application for
indemnification pursuant to this Section 5 shall be given to
the Corporation promptly upon the filing of such
application. If successful, in whole or in part, the
director or officer seeking indemnification shall also be
entitled to be paid the expense of prosecuting such
application.
SECTION 6. Expenses Payable in Advance. Expenses
incurred by a director or officer in defending or
investigating a threatened or pending action, suit or
proceeding shall be paid by the Corporation in advance of
the final disposition of such action, suit or proceeding
within fourteen days after receipt by the Corporation of a
written statement from such director or officer requesting
such an advancement, together with an undertaking, if
required by law at the time of such advance, by or on behalf
of such director or officer to repay such amount if it shall
ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in this Article
X.
SECTION 7. Nonexclusivity of Indemnification and
Advancement of Expenses. The indemnification and advancement
of expenses provided by or granted pursuant to this Article
X shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement of expenses may
be entitled under any By-law, agreement, contract, vote of
stockholders or disinterested directors or pursuant to the
direction (howsoever embodied) of any court of competent
jurisdiction or otherwise, both as to action taken (or
omitted to be taken) in his official capacity and as to
action taken (or omitted to be taken) in another capacity
while holding such office, it being the policy of the
Corporation that indemnification of the persons specified in
Sections 1 and 2 of this Article X shall be made to the
fullest extent permitted by law. The provisions of this
Article X shall not be deemed to preclude the
indemnification of any person who is not specified in
Sections 1 or 2 of this Article X but whom the Corporation
has the power or obligation to indemnify under the
provisions of the General Corporation Law of the State of
Delaware, or otherwise.
SECTION 8. Insurance. The Corporation may maintain
insurance, at its expense, to protect itself and any
director, officer, employee or agent of the Corporation or
another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against any
expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such
expense, liability or loss under the General Corporation Law
of the State of Delaware or the provisions of this Article
X. The Corporation may also obtain a letter of credit, act
as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into
indemnification agreements, pledge or grant a security
interest in any assets or properties of the Corporation, or
use any other mechanism or arrangement whatsoever in such
amounts, at such costs, and upon such other terms and
conditions as the Board of Directors shall deem appropriate
for the protection of any or all such persons.
SECTION 9. Certain Definitions. For purposes of this
Article X, references to ''the Corporation" shall include,
in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent)
absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority
to indemnify its directors and officers, so that any person
who is or was a director or officer of such constituent
corporation, or is or was a director or officer of such
constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, shall
stand in the same position under the provisions of this
Article X with respect to the resulting or surviving
corporation as he would have with respect to such
constituent corporation if its separate existence had
continued. For purposes of this Article X, references to
"fines" shall include any excise taxes assessed on a person
with respect to an employee benefit plan; and references to
"serving at the request of the Corporation'' shall include
any service as a director or officer of the Corporation
which imposes duties on, or involves services by, such
director or officer with respect to an employee benefit
plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed
to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in
a manner "not opposed to the best interests of the
Corporation" as referred to in this Article X.
SECTION 10. Survival of Indemnification and Advancement
of Expenses. The indemnification and advancement of expenses
provided by, or granted pursuant to, this Article X shall,
unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director or
officer and shall inure to the benefit of the heirs,
executors and administrators of such a person.
SECTION 11. Limitation on Indemnification.
Notwithstanding anything contained in this Article to the
contrary, except for proceedings to enforce rights to
indemnification (which shall be governed by Section 5
hereof), the Corporation shall not be obligated to indemnify
any director or officer in connection with a proceeding (or
part thereof) initiated by such person unless such
proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation.
SECTION 12. Indemnification of Employees and Agents.
The Corporation may, to the extent authorized from time to
time by the Board of Directors, provide rights to
indemnification and to the advancement of expenses to
employees and agents of the Corporation similar to those
conferred in this Article X to directors and officers of the
Corporation.
SECTION 13. Repeal or Modification. All rights to
indemnification and to advancement of expenses under this
Article X shall be deemed to be a contract between the
Corporation and each director and officer who serves or has
served in any such capacity, and each other person as to
whom the Corporation has agreed to grant indemnity at any
time while this Article is in effect. Any repeal or
modification of this Article or any repeal or modification
of relevant provisions of the General Corporation Law of the
State of Delaware or any other applicable law shall not in
any way diminish any right to indemnification or to
advancement of expenses of such director, officer or other
person as to whom the Corporation has agreed to grant
indemnity, or the obligations of the Corporation arising
hereunder for claims relating to matters occurring prior to
such repeal or modification.
SECTION 14. Separability. If this Article X or any
portion hereof shall be invalidated on any ground by any
court of competent jurisdiction, then the Corporation shall
nevertheless indemnify each director and officer, and each
employee, agent and other person as to whom the Corporation
has agreed to grant indemnity to the full extent permitted
by any applicable portion of this Article X that shall not
have been invalidated and to the full extent permitted by
applicable law.
ARTICLE XI.
AMENDMENTS.
SECTION 1. Amendments. Subject to the provisions of
applicable law and of the Certificate of Incorporation,
these Bylaws may be altered, amended or repealed and new
Bylaws adopted either (1) at any annual or special meeting
of the stockholders at which a quorum is present or
represented, provided notice of the proposed amendment shall
have been contained in the notice of meeting, or (2) by the
Board of Directors at any regular or special meeting at
which a quorum is present, provided notice of the proposed
amendment shall have been given.
The foregoing Bylaws of Entergy Nuclear, Inc. were duly
adopted by the Board of Directors of the Corporation on
__________________, 1996.
____________________________
Secretary
Exhibit A-3
Incorporated and Organized under the laws of the State of Delaware
ENTERGY NUCLEAR, INC.
This Certifies that
______________________________________ is the registered
holder of __________________________________ Shares
transferable only on the books of the Corporation by the
holder hereof in person or by Attorney upon surrender of
this Certificate properly endorsed.
In Witness Whereof, the said Corporation has caused
this Certificate to be signed by its duly authorized
officers and its Corporate Seal to be hereunto affixed this
__________ day of _______________________A.D. 19 ____
_________________________________
EXHIBIT B-1
SERVICE AGREEMENT
BETWEEN
ENTERGY SERVICES, INC. AND
ENTERGY NUCLEAR, INC.
THIS AGREEMENT, made and entered into effective as of
____________, 199___, by and between Entergy Services, Inc., a
corporation organized under the laws of the State of Delaware
(hereinafter sometimes referred to as "Service Company"), and
Entergy Nuclear, Inc., a corporation organized under the laws of
the State of Delaware.
W I T N E S S E T H :
WHEREAS, Service Company and Entergy Nuclear, Inc. are both
direct subsidiaries of Entergy Corporation, a Delaware
corporation, and Entergy Nuclear, Inc., together with Entergy
Corporation and Entergy Corporation's other direct and indirect
subsidiaries ("Entergy System Companies") and Service Company
form the Entergy System; and
WHEREAS, Service Company is organized, staffed and equipped
and is authorized by the Securities and Exchange Commission (the
"Commission") as a subsidiary service company under Section 13 of
the Public Utility Holding Company Act of 1935, as amended (the
"Act"), to render to certain of the Entergy Service Companies
("Client Companies") certain services and to render to Entergy
Nuclear, Inc. services as herein provided; and
WHEREAS, in the performance of past and future services for
the Client Companies, Service Company has acquired and will
acquire certain properties and other resources; and
WHEREAS, Service Company is authorized under the Act by
order of the Commission dated March 23, 1965 (File No. 37-63), by
order of the Commission dated January 13, 1984 (File No.
70-6934), by order of the Commission dated July 8, 1993 (File No.
70-8105), and by order of the Commission dated ____________ (File
No. ________), to render services to Client Companies; and
WHEREAS, Entergy Nuclear, Inc. is authorized under the Act
by order of the Commission dated ____________, 199___, to utilize
those services, personnel, properties, and other resources of
Service Company, as well as those provided by certain other
companies of the Entergy System that are engaged in nuclear plant
operations in order to (i) investigate and develop other nuclear
business enterprises; (ii) to sell management, technical, and
training services and products related to nuclear power
operations and maintenance within the Entergy System to
nonaffiliated companies, agencies, and other business concerns
that own or operate nuclear power plants, including domestic and
foreign governmental agencies, public utilities, and other
business concerns, or to other non-affiliated entities performing
services for such nuclear power plant owners and operators;
(iii) to provide personnel and facilitate the sharing of
resources with subsidiaries to be established and owned by
Entergy Nuclear, Inc. that will operate, manage or provide
services for nuclear plants owned by nonaffiliated companies; and
(iv) to provide personnel and facilitate the sharing of resources
with Entergy Operations, Inc., a direct subsidiary of Entergy
Corporation that operates the Entergy System's nuclear-fueled
generating facilities; and
WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by Service
Company of services for Entergy Nuclear, Inc.; and
WHEREAS, subject to the terms and conditions herein
described, Service Company is willing, upon request by Entergy
Nuclear, Inc., to render such services and provide such property
and resources to Entergy Nuclear, Inc. at cost, determined in
accordance with applicable rules, regulations and orders of the
Commission under the Act;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:
1. Definitions.
As used hereinafter, the following terms, in addition
to those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:
A. "Intellectual Property" means any process, program
or technique which is protected by the copyright, patent or
trademark laws, or by virtue of it being a trade secret, and
which has been specifically and knowingly incorporated into,
exhibited in, or reduced to a tangible writing, drawing,
manual, computer program, product or similar manifestation
or thing.
B. "Non-Affiliate" means any corporation, company,
agency, government, business, entity, or person other than
(i) Entergy Corporation, (ii) a direct or indirect
subsidiary of Entergy Corporation, or (iii) a person
employed by Entergy Corporation, or any of such
subsidiaries.
C. "Retail Electric Companies" means the following
Client Companies: Entergy Arkansas, Inc. (formerly named
Arkansas Power & Light Company), Entergy Gulf States, Inc.
(formerly named Gulf States Utilities Company), Entergy
Louisiana, Inc. (formerly named Louisiana Power & Light
Company), Entergy Mississippi, Inc. (formerly named
Mississippi Power & Light Company), Entergy New Orleans,
Inc. (formerly named New Orleans Public Service Inc.),
Entergy Operations, Inc., System Fuels, Inc., System Energy
Resources, Inc., Service Company and such other similar
subsidiaries as Entergy Corporation shall create whose
activities and operations are primarily related to the
domestic sale of electric energy at retail or at wholesale
to affiliates, or to the provision of services or goods
thereto.
D. "Services" shall mean the services described in
Article 3 hereof.
2. Agreement to Furnish Services.
A. Service Company agrees to furnish to Entergy
Nuclear, Inc. upon the terms and conditions hereinafter set
forth the Services. Service Company will keep itself and
its personnel available and competent to render to Entergy
Nuclear, Inc. the Services on the same basis as such
Services are provided the other Client Companies, provided
that Service Company will give first priority in the
provision of Services to those Client Companies that are
Retail Electric Companies.
B. Upon its receipt of a service request from Entergy
Nuclear, Inc., Service Company will, if it has or can have
available the personnel and resources needed to fill the
service request, and subject to paragraph 2.A hereof,
furnish to Entergy Nuclear, Inc. upon the terms and
conditions hereinafter set forth such of the Services, at
such times, for such periods and in such manner as Entergy
Nuclear, Inc. may from time to time request; provided,
however, that the determination of whether Service Company
has the available personnel and resources to perform in
accordance with the service request will be entirely within
the discretion of Service Company, and Service Company may,
at its sole option, elect not to perform any requested
Services, except that, once having agreed to perform
pursuant to a service request, Service Company shall not
withdraw or depart from such performance without the consent
of Entergy Nuclear, Inc.
C. The providing of Services by Service Company
pursuant to this Agreement shall in all cases and
notwithstanding anything herein contained to the contrary be
subject to any limitations contained in authorizations,
rules or regulations of those governmental agencies, if any,
having jurisdiction over Service Company, Entergy Nuclear,
Inc., or such providing of Services.
3. Description of Services.
The Services to be provided by Service Company
hereunder may, upon request by Entergy Nuclear, Inc.,
include the following:
A. General Executive and Advisory Services. Advise
and assist the officers and employees of Entergy Nuclear,
Inc. in connection with various phases of its business and
operations, including, particularly (but not exclusively),
those phases which involve coordination of planning or
operations between Entergy Nuclear, Inc., its subsidiaries,
and other entities.
B. General and Design Engineering. Perform general
and design engineering work, including preparation and
analyzing of apparatus specifications, civil engineering,
and hydraulic studies and problems, and fuel supply studies;
and advising and assisting in connection with analyses of
operations and operating and construction budgets.
C. Development of Other Business Enterprises. Advise
and assist Entergy Nuclear, Inc. in the investigation and
development of such other nuclear-related business
enterprises as are approved by the Commission.
D. Research. Consultation and advisory studies with
respect to cost studies, economic studies, and weather
analyses.
E. Purchasing. Render purchasing and group
purchasing services to Entergy Nuclear, Inc., coordinate
group purchasing, and supply expediting services. All
requests for bids shall be made by and purchases confirmed
in the name of Entergy Nuclear, Inc. (or the subsidiaries of
Entergy Nuclear, Inc. or the customers of Entergy Nuclear,
Inc. or its subsidiaries, if requested by Entergy Nuclear,
Inc.).
F. Accounting and Statistical. Perform for Entergy
Nuclear, Inc. such business, accounting, and auditing
services, and install such internal accounting and auditing
procedures as are requested by Entergy Nuclear, Inc. to
maintain any of its books and records properly and account
for and safeguard their separate operations and properties;
advise and assist Entergy Nuclear, Inc. in connection with
the installation of accounting systems and similar efforts,
requirements of regulatory bodies with respect to
accounting, studies of accounting entries resulting from
financial transactions, internal audits, employment of
independent auditors, preparation and analyses of financial
and operating reports and other statistical matters relating
to Entergy Nuclear, Inc. or its subsidiaries, preparation of
reports to regulatory commissions, insurance companies and
others, standardization of accounting and statistical forms
in the interest of economy, and other accounting and
statistical matters.
G. Finance and Treasury. Advise and assist Entergy
Nuclear, Inc. on financing matters, including short and long
range financial planning, determination of types and times
of sales of securities, the preparation of petitions and
applications for the issuance of securities and the
preparation of various documents required in connection
therewith, negotiation and structuring of financing
arrangements, and all treasury matters, including banking
and investment of surplus funds.
H. Taxes. Advise and assist Entergy Nuclear, Inc. in
connection with tax matters, including preparation of
federal, state or foreign income tax returns and of
protests, claims and briefs where necessary, tax accruals,
and other matters in connection with any applicable taxes,
governmental fees or assessments, and assistance in
connection with audit of returns by the Internal Revenue
Service and State Tax Agencies.
I. Risk Management. Advise and assist Entergy
Nuclear, Inc. in connection with risk management matters,
including, but not limited to, insurance and bonding,
including contracts with insurers, trustees and actuaries
and the placing of individual or blanket/group policies
covering Entergy Nuclear, Inc., its subsidiaries and/or
other Client Companies, and other insurance and bonding
problems as required.
J. Employee Benefits. Advise and assist Entergy
Nuclear, Inc. in connection with employee benefit matters,
including, but not limited to, health, welfare and pension
matters.
K. Corporate. Advise and assist Entergy Nuclear,
Inc. in connection with corporate affairs, including, but
not limited to, maintenance of minutes of directors' and
stockholders' meetings and other proceedings and of other
related corporate records; and also arrangements for
stockholders' meetings, including notices, proxies and
records thereof, and for other types of meetings.
L. Budgeting. Advise and assist Entergy Nuclear,
Inc. in matters involving the preparation and development of
capital and operating budgets, cash and cost forecasts, and
budgetary controls and preparation of long-range forecasts.
M. Business Promotion and Public Relations. Advise
and assist Entergy Nuclear, Inc. in the development and use
of marketing, public relations materials, and programs.
N. Employee Service. Furnish Entergy Nuclear, Inc.
with advisory and administrative services and programs in
connection with employee and employee relations matters,
payroll, recruitment, employee placement, training,
compensation, safety, and labor relations.
O. Systems and Procedures. Advise and assist Entergy
Nuclear, Inc. in the formation of sound operating practices
and methods of procedure, the standardization of forms, the
purchase, rental and use of mechanical and electronic data
processing computing and communications equipment, in
conducting economic research and planning and in the
development of special economic studies.
P. Regulatory Matters. Consultation and advice with
respect to regulatory matters, particularly those involving
the Securities and Exchange Commission, and the provision of
liaison and assistance in processing matters with the staff
of such commission.
Q. Data Processing Services. Operation of a data
processing Computer Center to serve the Entergy System.
This operation may include: applications software
development, maintenance and enhancements; data
communications network design, operation and management;
Computer Center production operations; and information
systems consulting.
R. Access to and Use of Resources. Subject to those
conditions with respect to Service Company's discretion not
to perform Extra Services as set forth in 2.B, make
available to Entergy Nuclear, Inc. in the conduct of its
business operations and/or, to the extent necessary or
appropriate as required in the performance of their services
to Entergy Nuclear, Inc.'s customers, access to, use of, or
rights in all Service Company's resources, including
facilities, products, processes, techniques, computer
hardware and software, technical information, training aids
and properties, vehicles, equipment, machines and other
property, whether owned, leased or licensed by or otherwise
to Service Company.
S. Training. Assist Entergy Nuclear, Inc. in
providing training to personnel; develop and make available
training procedures, materials and facilities and provide
instructors.
T. Legal Services. Provide services and advice
relating to litigation, contracts, leases, real estate,
property rights and other legal matters.
U. General. Make available services in the areas of
construction, planning and supervision, design, management,
programs, quality assurance, licensing matters, research and
development, and communications systems and procedures.
V. Other Services. Render advice and assistance in
connection with such other matters as Entergy Nuclear, Inc.
may request and Service Company may be able to perform with
respect to the business and operations of Entergy Nuclear,
Inc. and its subsidiaries.
4. Compensation of Service Company.
As compensation for Services actually requested by
Entergy Nuclear, Inc. and rendered to Entergy Nuclear, Inc.
by Service Company, Entergy Nuclear, Inc. hereby agrees to
pay to Service Company all direct and indirect costs of any
such Services, computed in accordance with applicable rules
and regulations (including, but not limited to, Rules 90 and
91) under the Act and appropriate accounting standards.
Bills will be rendered to Entergy Nuclear, Inc. for the
amount of such costs on or before the 20th day of the
succeeding month and will be payable by Entergy Nuclear,
Inc. on or before the 60th day thereafter. Cost of Services
to be allocated to and paid by Entergy Nuclear, Inc. shall
include all direct charges and Entergy Nuclear, Inc.'s pro
rata share of certain of Service Company's indirect costs,
determined as outlined on Exhibit I attached hereto and
incorporated herein by reference.
5. Service Requests.
The Services will be performed in accordance with
service requests issued or made by or on behalf of Entergy
Nuclear, Inc. and accepted by Service Company, and all
Services will be assigned an applicable service request
number to enable specific work to be properly allocated by
project or other appropriate basis. Service requests
(i) shall be in writing, (ii) shall be signed by appropriate
representatives of Service Company and Entergy Nuclear,
Inc., (iii) shall be as specific as practicable in defining
the Services requested to be performed, and (iv) shall set
forth the scope and duration of the Services to be performed
pursuant to the service request. Entergy Nuclear, Inc.
shall have the right from time to time to amend, alter or
rescind any service request, provided that (i) any such
amendment or alteration which results in a material change
in the scope of the work to be performed or equipment to be
provided is agreed to by Service Company, (ii) the costs for
the Services covered by the service request will include any
expense incurred by Service Company as a direct result of
the service request and such amendment, alteration or
rescission of the service request, and (iii) no amendment,
alteration or rescission of a service request will release
Entergy Nuclear, Inc. from liability for all such costs
already incurred or contracted for by Service Company
pursuant to the service request, regardless of whether the
work associated with such costs has been completed.
6. Exchange of Intellectual Property.
A. Should Entergy Nuclear, Inc. in the course of its
business develop and have available Intellectual Property,
Entergy Nuclear, Inc. will make such Intellectual Property
available for utilization by Service Company without charge
(except the actual expenses incurred by Entergy Nuclear,
Inc. in connection with making such Intellectual Property
available to Subsidiary) upon issuance of a written request
therefor; provided, however, that Service Company shall not
be entitled to market or provide such Intellectual Property
to Non-Affiliates and provided further that such
availability shall be dependent upon and subject to (i) any
contractual commitments of Entergy Nuclear, Inc. to Non-
Affiliates as may be entered into at the time of or in
connection with the development of the Intellectual
Property, (ii) applicable laws and regulations, and
(iii) the legal rights and entitlements of others.
B. Should Service Company, in the course of its
business, develop and have available Intellectual Property,
it will make such Intellectual Property available for
utilization by Entergy Nuclear, Inc. without charge (except
for the actual expenses incurred by Service Company in
making the same available to Entergy Nuclear, Inc.) upon
issuance of a Service Request therefor; provided, however,
that Entergy Nuclear, Inc. shall not be entitled to market
or provide such Intellectual Property to Non-Affiliates and
provided further that such availability shall be dependent
upon and subject to (i) any contractual commitments of
Service Company to Non-Affiliates as may be entered into at
the time of or in connection with the development of the
Intellectual Property, (ii) applicable laws and regulations,
and (iii) the legal rights and entitlements of others.
7. Limitation of Liability.
In performing the Services hereunder, Service Company
will exercise due care to assure that the Services are
performed in an appropriate manner, meet the standards and
specifications set forth in the applicable Service Request
with respect to such Services, and comply with applicable
standards of law and regulation. However, failure to meet
these obligations shall in no event subject Service Company
to any claims by or liabilities other than to reperform the
Services and be reimbursed at cost for such reperformance.
Service Company makes no other warranty with respect to its
performance of the Services, and Requesting Company agrees
to accept such Services without further warranty of any
nature.
8. Miscellaneous.
This Agreement shall be binding upon Service Company,
Entergy Nuclear, Inc., the successors and assigns of either
of such parties hereto, provided that Service Company shall
not be entitled to assign or subcontract out any of its
obligations under this Agreement or under any service
request issued hereunder without the prior written approval
of Entergy Nuclear, Inc. This Agreement may be executed in
counterparts, each one of which when fully executed shall be
deemed to have the same dignity, force and effect as an
original. No provision of this Agreement shall be deemed
waived nor breach of this Agreement consented to unless such
waiver or consent is set forth in writing and executed by
the party hereto making such waiver or consent. This
Agreement shall be governed and construed in accordance with
the internal laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents and their respective seals to be hereunto affixed and
attested by their respective Secretaries or one of their
respective Assistant Secretaries as of the day and year set forth
above.
ENTERGY SERVICES, INC.
ATTEST:
____________________________ By:___________________________
President
ENTERGY NUCLEAR, INC.
ATTEST:
____________________________ By:___________________________
President
<PAGE>
Exhibit I
ENTERGY NUCLEAR, INC.
Billing Procedures by
Entergy Services, Inc.
I. Introduction
This procedure establishes the guidelines for billings by
Entergy Services, Inc. ("Service Company") to Entergy
Nuclear, Inc. Service Company employs a computer based
service request system for the accumulation of costs and the
allocation and billing of those costs to its Client
Companies. These Client Companies are primarily certain of
the affiliated Entergy System companies. The current
Service Company accounting system has been designed to
facilitate compliance with the Commission's Uniform System
of Accounts and/or FERC guidelines and generally accepted
accounting principles.
The accounting procedures to be employed in billing costs of
work performed for Entergy Nuclear, Inc. will follow the
procedures now in effect for billing to other System
Companies (Exhibit II).
II. Method of Billing Entergy Nuclear, Inc.
All services performed by Entergy Services, Inc. for Entergy
Nuclear, Inc. will be accounted for using the service
request system. Sources of this system are:
Payroll (time reports)
Accounts Payable (expense accounts and vendor invoices)
System Management Facility (computer usage)
General Accounting Journal Entries
Charges for service rendered will be billed at cost on or
before the 20th day of the succeeding month. All amounts
billed will be payable by Entergy Nuclear, Inc. on or before
the 60th day thereafter.
III. Billings
Billings of service request orders to Entergy Nuclear, Inc.
will be made on a predetermined basis. It is expected that
the billings will be directly billed to Entergy Nuclear,
Inc., or in instances where services are jointly provided to
other System Companies, billings will be allocated on an
equitable basis.
<PAGE>
Exhibit II
METHODS OF ALLOCATING COSTS AMONG CLIENT COMPANIES
RECEIVING SERVICE UNDER THIS AND SIMILAR SERVICE AGREEMENTS
WITH ENTERGY SERVICES, INC.
1. The costs of rendering Services by Service Company will
include all costs of doing business, including interest on
debt but excluding a return for the use of Service Company's
initial equity capital amounting to $20,000.
2. (a) Service Company will maintain a separate record of
the expenses of each department. The expenses of each
department will include:
(i) those expenses that are directly
attributable to such department, and
(ii) an appropriate portion of those office
and housekeeping expenses that are not directly
attributable to a department but which are
necessary to the operation of such department.
(b) Expenses of the department will include salaries
and wages of employees, including social security
taxes, vacations, paid absences, sickness, employee
disability expenses, and other employee welfare
expenses, materials and supplies, and all other
expenses attributable to the department.
(c) Departmental expense will be categorized into one
of two classes:
(i) those expenses which are directly
attributable to specific Services rendered to a
Client Company or group of Client Companies
(Departmental Direct Costs), and
(ii) those expenses which are attributable to
the overall operation of the department and not to
a specific Service provided to Client Companies
(Departmental Indirect Costs). Departmental
Indirect Costs include:
(1) Administrative labor costs.
This would include not only the salaries and
wages but also other related employment costs
described in Section 2(b) above.
(2) Materials and supplies,
telephone use, postage, etc.
(3) Other costs attributable to a
department.
(d) The indirect expenses of the department will not
include:
(i) those incremental out-of-pocket expenses
that are incurred for the direct benefit and
convenience of a Client Company or a group of
Client Companies and are to be directly charged to
such Client Company or group of Client Companies;
and
(ii) Service Company's overhead expenses that
are attributable to maintaining the corporate
existence of Service Company, franchise and other
general taxes, and all other incidental overhead
expenses, including those auditing fees and
accounting department expenses attributable to
Service Company (Indirect Corporate Costs).
(e) Service Company will establish annual budgets for
controlling the expenses of each service department and
those expenses outlined above in Section 2(d) which are
not department specific.
3. (a) Expenses set forth in Section 2 above will be
separated to show:
(i) salaries and wages, and
(ii) all other expenses of the department.
(b) Employees in each department will maintain a
record of the time they are employed in rendering
Services to each Client Company or group of Client
Companies. The hourly rate for each employee will be
determined each month.
4. (a) The charge to a Client Company or a group of
Client Companies for a particular Service will be the
sum of the figures derived by multiplying the hours
reported by each employee in rendering such Service by
the hourly rate applicable to such employee and other
direct allocated expenses.
(b) Departmental Indirect Costs as defined in 2(c)(ii)
will be allocated in proportion to the direct salaries
and wages charged.
5. Those expenses of Service Company that are not included in
the expense of a department under Section 2 above will be
charged to Client Companies receiving Services as follows:
(a) Incremental out-of-pocket costs incurred for the
direct benefit and convenience of a Client Company or a
group of Client Companies will be charged directly to
such company or group of companies.
(b) The Indirect Corporate Costs of Service Company
referred to above in Section 2(d)(ii) will be allocated
among the Client Companies in the same proportion as
the charges to the Client Companies, excluding Indirect
Corporate Costs.
(c) If the method of allocation of Departmental
Indirect Costs (Section 4(b)), or Indirect Corporate
Costs (Section 5(b)), would result in an inequity
because of a change in operations or organization of
the Client Companies, then Service Company may adjust
the basis to effect an equitable distribution. Any
such change in allocation shall be made only after
first giving to the Commission written notice of such
proposed change not less than 60 days prior to the
proposed effectiveness of any such change.
6. On the basis of the foregoing, monthly bills will be
rendered to Client Company. Billing procedures and amounts
will be open to audit by Client Company and by any
regulatory authority having jurisdiction in respect of the
Client Company.
7. When Services are rendered to a group of Client Companies,
costs of such Services shall be allocated equitably among
the Companies based on the nature and scope of the Services
rendered according to the formulae outlined in Exhibit II,
Supplement.
<PAGE>
Exhibit II, Supplement
ALLOCATION FORMULAE FOR
GROUPS OF CLIENT COMPANIES
Note: Each allocation formula is based on data relevant to
the participating Client Companies.
Energy Sales
Based on total kilowatt-hours of energy sold to Residential,
Commercial, Industrial, Government and Municipal consumers.
Customers
Based on a twelve-month average of Residential, Commercial,
Industrial, Government and Municipal general business customers.
Employees
Based on the number of full-time employees at year end.
Capability/Responsibility Ratio
The Capability/Responsibility Ratio of a company is the System
capability multiplied by the ratio obtained by dividing a
company's peak load by the System peak load. The company's peak
load is the average of the twelve monthly highest clock hour
demands in kilowatts of the Company's interconnected system,
occurring each month coincident with the System peak load, during
the twelve-month period ending with the current month.
Composite - Energy Sales, Customers, Employees and
Capability/Responsibility Ratio
Based on four components with equal weighting to each: kilowatt-
hour energy sales, average customers, number of employees and
capability/responsibility ratio.
Composite - Energy Sales, Customers and DCS Employees
Based on three components of equal weighting: kilowatt-hour
energy sales, average customers and number of Distribution and
Customer Service employees.
Transmission Line Miles
Based on the number of miles of transmission lines, weighted for
design voltage.
(Voltage < 500kv = 1, Voltage >= 500kv = 2)
Substations
Distribution Substations is based on the number of high voltage
substations weighted for voltage.
(Voltage < 500kv = 1, Voltage >= 500kv = 2)
Composite - Transmission Line Miles/Substations
Based on two components: transmission line miles with a 30%
weighting and the number of high voltage substations with a 70%
weighting.
Gas Consumption
Based on the volume of natural gas consumed annually by all gas
fired generating units within the Entergy system.
Tax Income and Deduction Ratio
Based on the previous year's federal income tax return, total
income plus total deductions.
Level of Service
Based on Entergy Services' total billings to each Client Company
excluding corporate overhead.
System Capacity - Non-Nuclear
Based on the power level, rated in kilowatts, that could be
achieved if all generating units were operating at maximum
capability simultaneously.
Computer Usage for Each System Company
Based on the mainframe computer usage as measured in Computer
Resource Units.
Labor Dollars Billed
Based on total labor dollars billed to each company.
Distribution Line Miles
Based on the number of miles of distribution lines of 34.5 kv or
less.
Coal Consumption
Based on the quantity of tons of coal delivered annually to each
coal plant within the Entergy System.
Accounts Payable Transactions
Based on the number of accounts payable transactions processed
annually for each Entergy System Company.
EXHIBIT B-2
SHARED SERVICES AGREEMENT
BETWEEN
ENTERGY OPERATIONS, INC. AND
ENTERGY NUCLEAR, INC.
THIS AGREEMENT, made and entered into effective as of
____________, 199___, by and between Entergy Operations, Inc., a
corporation organized under the laws of the State of Delaware,
acting for itself and as agent for the owners of the Entergy
System nuclear-fueled generating facilities, and Entergy Nuclear,
Inc., a corporation organized under the laws of the State of
Delaware.
W I T N E S S E T H :
WHEREAS, Entergy Operations, Inc. and Entergy Nuclear, Inc.
are both direct subsidiaries of Entergy Corporation, a Delaware
corporation, and Entergy Nuclear, Inc., together with Entergy
Corporation, Entergy Operations, Inc., and Entergy Corporation's
other direct and indirect subsidiaries, form the Entergy System;
and
WHEREAS, pursuant to four separate Operating Agreements
("Operating Agreements") previously approved by the Securities
and Exchange Commission (File Nos. 70-7679 and 70-8059), Entergy
Operations, Inc. operates the following nuclear-fueled generating
facilities (collectively referred to herein as the "System
Nuclear Plants") and is the agent for the owners of such
facilities: (i) Arkansas Nuclear One, Units 1 and 2, owned by
Entergy Arkansas, Inc. (formerly named Arkansas Power & Light
Company), a direct subsidiary of Entergy Corporation;
(ii) Waterford Steam Electric Station, Unit No. 3, owned by
Entergy Louisiana, Inc. (formerly named Louisiana Power & Light
Company), a direct subsidiary of Entergy Corporation; (iii) Grand
Gulf Nuclear Station in which South Mississippi Electric Power
Association has a ten percent (10%) undivided interest and System
Energy Resources, Inc., a direct subsidiary of Entergy
Corporation, has a ninety percent (90%) undivided interest, and
(iv) the River Bend Station in which Entergy Gulf States, Inc.
(formerly named Gulf States Utilities Company), a direct
subsidiary of Entergy Corporation, has a seventy percent (70%)
undivided interest and Cajun Electric Power Cooperative, Inc. has
a thirty percent (30%) undivided interest; and
WHEREAS, Entergy Nuclear, Inc. is authorized under the
Public Utility Holding Company Act of 1935, as amended ("the
Act"), by order of the Commission dated ____________, 199___, to
utilize those services, personnel, properties, and other
resources of Entergy Services, Inc., a direct subsidiary of
Entergy Corporation, as well as those provided by Entergy
Operations, Inc. in order to (i) investigate and develop other
nuclear business enterprises; (ii) to sell management, technical,
and training services and products related to nuclear power plant
operations and maintenance developed within the Entergy System to
non-affiliated companies, agencies, and other business concerns
that own or operate nuclear power plants, including domestic and
foreign governmental agencies, public utilities, and other
business concerns, or to other non-affiliated entities performing
services for such nuclear power plant owners and operators; and
(iii) to provide personnel and services and facilitate the
sharing of resources with Entergy Operations, Inc. as provided
herein; and
WHEREAS, Entergy Operations, Inc. is authorized under the
Act by order of the Commission dated _______________, to provide
personnel and services and facilitate the sharing of resources
with Entergy Nuclear, Inc. as provided herein; and
WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by Entergy
Operations, Inc. of services for Entergy Nuclear, Inc. and the
provision of services by Entergy Nuclear, Inc. for Entergy
Operations, Inc.; and
WHEREAS, subject to the terms and conditions herein
described, both parties to this Agreement are willing, subject to
determinations of availability, upon request by either party
hereto, to render such services and provide such property and
facilitate the provision of resources to the requesting party, at
cost, determined in accordance with applicable rules, regulations
and orders of the Commission under the Act;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:
1. Definitions.
As used hereinafter, the following terms, in addition
to those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:
A. "Intellectual Property" means any process, program
or technique which is protected by the copyright, patent or
trademark laws, or by virtue of it being a trade secret, and
which has been specifically and knowingly incorporated into,
exhibited in, or reduced to a tangible writing, drawing,
manual, computer program, product or similar manifestation
or thing.
B. "Non-Affiliate" means any corporation, company,
agency, government, business, entity, or person other than
(i) Entergy Corporation, (ii) a direct or indirect
subsidiary of Entergy Corporation, or (iii) a person
employed by Entergy Corporation, or any of such
subsidiaries.
C. "Owners" shall mean the Owners of the System
Nuclear Plants.
D. "Requesting Company" shall mean (i) Entergy
Nuclear, Inc. or (ii) Entergy Operations, Inc., when either
such company submits a Service Request in accordance with
Article 7 hereof.
E. "Service Company" shall mean (i) Entergy Nuclear,
Inc. or (ii) Entergy Operations, Inc. when either such
company accepts in writing the obligation to provide or
cause to be provided services to the Requesting Company in
accordance with a Service Request executed pursuant to this
Agreement.
F. "Service Request" refers to the document used to
initiate the performance of Services pursuant to this
Agreement in accordance with the procedures set forth in
Articles 2 and 7 hereof.
G. "Services" shall mean the services described in
Articles 3 and 4 hereof.
2. Agreement to Furnish Services.
A. Upon its receipt of a Service Request from
Requesting Company, Service Company agrees, subject to the
conditions set forth in this Article 2, to furnish or cause
to be furnished to the Requesting Company upon the terms and
conditions hereinafter set forth such of the Services
requested by the Requesting Company, at such times, for such
periods, and in such manner as set forth in the Service
Request.
B. Upon its receipt of a Service Request from
Requesting Company, Service Company will, if it has or can
have available the personnel and resources needed to fill
the Service Request, furnish to the Requesting Company upon
the terms and conditions hereinafter set forth such of the
Services, at such times, for such periods and in such manner
as set forth in the Service Request; provided, however, that
(i) when Entergy Operations, Inc. is the Service Company,
Entergy Operations, Inc. will give priority to the provision
of Services to the Owners so as to avoid any action that
would prejudice or disadvantage any of the Owners or that
would be inconsistent with its obligations to the Owners to
operate each of the System Nuclear Plants in accordance with
good utility practice; (ii) the determination of whether
Service Company has or can have the available personnel and
resources to perform in accordance with the Service Request
will be entirely within the discretion of Service Company;
and (iii) Service Company may, at its sole option, elect not
to perform any requested Services, except that, once having
agreed in writing to perform pursuant to a Service Request,
Service Company shall not terminate or cancel such
performance without the consent of the Requesting Company.
C. The providing of Services by Service Company
pursuant to this Agreement shall in all cases and
notwithstanding anything herein contained to the contrary be
subject to any limitations contained in authorizations,
rules or regulations of those governmental agencies, if any,
having jurisdiction over Entergy Operations, Inc., Entergy
Nuclear, Inc., or such providing of Services. Service
Company further agrees that all Services provided pursuant
to a Service Request shall be performed in accordance with
all applicable laws, regulations, and any applicable health,
safety, quality and security rules, procedures and programs.
3. Description of Services.
The Services to be provided by Service Company
hereunder shall be related to nuclear business operations
and may, upon request, include the following:
A. General Executive and Advisory Services. Advise
and assist the officers and employees of the Requesting
Company in connection with various phases of its nuclear
business and operations, including, particularly (but not
exclusively), those phases which involve coordination or
strategic planning of nuclear plant operations.
B. General Engineering. Perform general engineering
work, including preparation and analyzing of specifications,
civil engineering, and hydraulic studies and problems,
refueling studies, and nuclear fuel supply, delivery and
storage studies; and advising and assisting in connection
with analyses of nuclear plant operations, operating and
capital budgets, and decommissioning.
C. Design Engineering. Perform detailed design work
in connection with nuclear-related business operations as
requested by the Requesting Company.
D. Research. Consultation and advisory studies with
respect to radiation protection and nuclear safety issues,
cost studies, economic studies, and other analyses relevant
to nuclear plant operations or decommissioning.
E. Procurement. Render purchasing and group
procurement services to the Requesting Company, coordinate
group procurement, and supply expediting services with
respect to procurement of goods and services required in
connection with nuclear plant operations or decommissioning.
Unless otherwise agreed in a Service Request, all requests
for bids shall be made and purchases confirmed in the name
of the Requesting Company, and any group procurement
contract or order executed by Service Company must contain a
provision for several but not joint liability of the owners
of the nuclear plants receiving goods or services pursuant
to such group procurement contracts.
F. Accounting and Statistical. Perform for the
Requesting Company such business, accounting, and auditing
services, and install or assist with installation of such
internal accounting and auditing procedures and systems as
are requested by the Requesting Company to maintain any of
its nuclear business records properly and account for and
safeguard their separate nuclear business operations and
properties; advise and assist the Requesting Company in
connection with preparation and analyses of financial and
operating reports and other statistical matters relating to
nuclear plant operations or decommissioning.
G. Budgeting. Advise and assist the Requesting
Company in matters involving the preparation and development
of capital and operating budgets, cash and cost forecasts,
and budgetary controls and preparation of long-range
forecasts.
H. Business Promotion and Public Relations. Advise
and assist the Requesting Company in the development and use
of marketing, public relations materials, and programs in
connection with nuclear business operations.
I. Human Resources. Furnish the Requesting Company
with advisory and administrative services and programs in
connection with nuclear-related employee relations matters,
recruitment, employee placement, training, compensation,
safety, labor relations and health, welfare and employee
benefits.
J. Systems and Procedures. Advise and assist the
Requesting Company in the formation of sound nuclear plant
operating practices and methods of procedure, the
standardization of forms, and the acquisition and use of
mechanical and electronic data processing, computing and
communications equipment.
K. Regulatory Matters. Consultation and advice with
respect to regulatory matters, particularly those involving
the Nuclear Regulatory Commission, and the provision of
liaison and assistance in processing matters with the staff
of such commission.
L. Data Processing Services. Operation of data
processing equipment to serve the nuclear plants operated by
parties to this Agreement. This operation may include,
without limitation, nuclear applications software
development, maintenance and enhancements; data
communications network design, operation and management; and
information systems consulting.
M. Provision of Resources. Subject to those
conditions with respect to Service Company's discretion not
to perform Services as set forth in 2.B, Service Company
may, acting for itself or, where applicable, as agent for
others, sell, lease or otherwise make available to the
Requesting Company in the conduct of Requesting Company's
business operations and/or, to the extent necessary or
appropriate as required in the performance of its services
to third parties, access to, use of, or rights in all
resources available to Service Company, including
facilities, products, processes, techniques, computer
hardware and software, technical information, training aids
and properties, vehicles, equipment, machines and other
property, whether owned, leased or licensed by or otherwise
held or managed by Service Company.
N. Training. Assist the Requesting Company in
providing training to personnel; develop and make available
training procedures, materials, facilities and instructors.
O. General. Make available services in the areas of
nuclear plant maintenance, modifications, planning and
supervision, design, management, emergency planning,
environmental compliance, plant decommissioning, quality
assurance, licensing matters, research and development, and
communications systems and procedures.
P. Development of Other Business Enterprises. Advise
and assist in the investigation and development of other
nuclear-related business enterprises as are approved by the
Commission.
Q. Other Services. Render advice and assistance in
connection with such other matters as the Requesting Company
may request and Service Company may be able to perform with
respect to the business and operations of the Requesting
Company.
4. Provision of Personnel.
A. Where specifically requested in a Service Request
by Requesting Company, Service Company may loan its
employees to the Requesting Company, and the Requesting
Company will reimburse Service Company for the loaned
employees' salary, costs of benefits and other direct and
indirect costs incurred by Service Company in providing such
loaned employees to Requesting Company, in accordance with
Article 6 below. In that event, such loaned employees will
be under the sole supervision and control of the Requesting
Company for such period or periods of time as are agreed
upon in advance as necessary to complete the work to be
performed by such employees. The Requesting Company will be
responsible for the actions and activities of such employees
while engaged in the performance of the work to the same
degree as though such persons were employees of the
Requesting Company. However, as part of the Services
hereunder, Service Company, during periods such employees
are loaned to the Requesting Company, will continue to
provide to such employees those same payroll, pension,
savings, tax withholding, workers' compensation, Social
Security, unemployment, bookkeeping, and other personnel
support services then being utilized by Service Company in
connection with compensating and benefiting such employees.
Notwithstanding any provision herein to the contrary,
Requesting Company agrees to indemnify and defend Service
Company from claims, penalties, damages, expenses and
liabilities of any nature arising from services or
activities of an employee for Requesting Company while such
employee is loaned by Service Company to Requesting Company
pursuant to this Article, except for personal injuries
suffered by the loaned employee to the extent such personal
injuries are covered by the proceeds of a workers'
compensation insurance policy as may have been procured by
Service Company.
B. Notwithstanding any provision of this Article 4 to
the contrary, (i) when Entergy Operations, Inc. is the
Service Company, Entergy Operations, Inc. will not loan any
employee under circumstances that would interfere with its
obligation to operate and maintain the System Nuclear Plants
in accordance with good utility practice or under
circumstances that would disadvantage or prejudice any of
the Owners; (ii) any loan of employees shall be subject to
availability of the necessary personnel as determined in the
sole discretion of the Service Company; and (iii) in the
event Service Company elects in its sole discretion to loan
an employee for a specified period of time pursuant to this
Agreement, such loaned employee may not be withdrawn from
service by the Service Company during the agreed upon
assignment period without the consent of the Requesting
Company.
5. Exchange of Intellectual Property.
A. Should Entergy Nuclear, Inc. or its subsidiary
companies (for purposes of this Paragraph 5, collectively
referred to as "Entergy Nuclear, Inc.") in the course of its
business develop and have available Intellectual Property,
Entergy Nuclear, Inc. will make such Intellectual Property
available to Entergy Operations for utilization by Entergy
Operations, Inc. in support of the System Nuclear Plants
without charge (except the actual expenses incurred by
Entergy Nuclear, Inc. in connection with making such
Intellectual Property available to Entergy Operations, Inc.)
upon issuance of a Service Request therefor; provided,
however, that such availability shall be dependent upon and
subject to (i) any contractual commitments of Entergy
Nuclear, Inc. to Non-Affiliates as may be entered into at
the time of or in connection with the development of the
Intellectual Property, (ii) applicable laws and regulations,
and (iii) the legal rights and entitlements of others.
B. Should Entergy Operations, Inc., in the course of
its business, develop and have available Intellectual
Property, it will make such Intellectual Property available
to Entergy Nuclear, Inc. for purposes of marketing to Non-
Affiliates or for other utilization by Entergy Nuclear, Inc.
without charge (except for the actual expenses incurred by
Entergy Operations, Inc. in making the same available to
Entergy Nuclear, Inc.) upon issuance of a Service Request
therefor; provided, however, that such availability shall be
dependent upon and subject to (i) any contractual
commitments of Entergy Operations, Inc. to Non-Affiliates as
may be entered into at the time of or in connection with the
development of the Intellectual Property, (ii) applicable
laws and regulations, and (iii) the legal rights and
entitlements of others. Notwithstanding any provision in
this Agreement to the contrary, Entergy Nuclear, Inc. shall
have no rights hereunder to market, sell, transfer or
license to a Non-Affiliate Intellectual Property developed
or acquired by Entergy Operations or the Owners and made
available to Entergy Nuclear, Inc. hereunder in any manner
that would prohibit or restrict continued use of such
Intellectual Property by Entergy Operations or the Owners.
C. Any special restrictions on disclosure,
reproduction, or use of Intellectual Property made available
pursuant to this Article 5 shall be set forth in the
applicable Service Request.
6. Compensation of Service Company.
As compensation for Services actually requested by the
Requesting Company and rendered to the Requesting Company by
Service Company, the Requesting Company hereby agrees to pay
to Service Company all direct and indirect costs of any such
Services, computed in accordance with applicable rules and
regulations (including, but not limited to, Rules 90 and 91)
under the Act and appropriate accounting standards. Bills
will be rendered to the Requesting Company for the amount of
such costs on or before the 20th day of the succeeding month
and will be payable by the Requesting Company on or before
the 60th day thereafter. Cost of Services to be allocated
to and paid by the Requesting Company shall include all
direct charges and the Requesting Company's pro rata share
of certain of Service Company's indirect costs, determined
as outlined on Exhibits I and II attached hereto and
incorporated herein by reference.
7. Service Request.
The Services will be performed in accordance with
Service Requests issued or made by or on behalf of
Requesting Company and accepted in writing by Service
Company, and all Services will be assigned an applicable
Service Request number to enable specific Services to be
properly allocated by project or other appropriate basis.
Service Requests shall be as specific as practicable in
defining the Services requested to be performed and shall
set forth the scope and duration of the Services to be
performed pursuant to the Service Request. A sample form
for a Service Request is attached hereto as Exhibit III.
The Requesting Company shall have the right from time to
time to amend, alter or rescind any Service Request by
issuance of a change order or amendment, provided that
(i) any such change order or amendment is agreed to in
writing by Service Company, (ii) the costs for the Services
covered by the Service Request will include any expense
incurred by Service Company as a direct result of such
change order or amendment, and (iii) no such change order or
amendment will release the Requesting Company from liability
for all such costs already incurred or contracted for by
Service Company pursuant to the Service Request, regardless
of whether the Services associated with such costs have been
completed.
8. Agency.
It is recognized and agreed that Entergy Operations,
Inc. is performing this Agreement as the agent for the
Owners of the System Nuclear Plants only when (i) Entergy
Operations, Inc. is acting as the Requesting Company or
(ii) when Entergy Operations, Inc. is making available
resources of the Owners pursuant to paragraph 3.M and in
accordance with the separate Operating Agreements between
Entergy Operations and the Owners. Each Owner is severally
and not jointly liable for Services requested on the Owners'
behalf by Entergy Operations, Inc. It is further
acknowledged and agreed that an Owner of a System Nuclear
Plant will have no financial responsibility for Services
performed hereunder that were not furnished to or for the
benefit of such Owner's nuclear plant.
9. Limitation of Liability and Indemnification.
A. In performing the Services hereunder (except to
the extent such Services are being performed by employees
loaned to and under the supervision of the Requesting
Company), Service Company will exercise due care to assure
that the Services are performed in an appropriate manner,
meet the standards and specifications set forth in the
applicable Service Request with respect to such Services,
and comply with applicable standards of law and regulation.
However, failure to meet these obligations shall in no event
subject Service Company to any claims or liabilities to
Requesting Company, other than to reperform the Services and
be reimbursed at cost for such reperformance. Service
Company makes no other warranty with respect to its
performance of the Services, and Requesting Company agrees
to accept such Services without further warranty of any
nature.
B. In situations where Entergy Operations, Inc. acts
as the Requesting Company and without affecting or limiting
the indemnity applicable to loaned employees as stated in
paragraph 4.A herein, Entergy Operations, Inc. hereby agrees
to indemnify and defend Entergy Nuclear, Inc. from
liabilities, claims, damages, penalties, suits, costs and
expenses or judgments of any nature, on account of, or
resulting from: (i) injuries to or the death of any person
caused in whole or in part by the intentional misconduct or
negligence of Entergy Operations, Inc.; (ii) damage to or
loss of any property caused in whole or in part by the
intentional misconduct or negligence of Entergy Operations,
Inc.; (iii) any alleged or actual violation of law, court
order, or governmental agency rule or regulation committed
by Entergy Operations, Inc. or its employees, agents,
contractors, or subcontractors; or (iv) any claims by or on
account of any contractor or subcontractor of Entergy
Operations, Inc.; which, in all cases, arise out of the
performance of any Services by Entergy Nuclear, Inc. on
behalf of Entergy Operations, Inc., acting as the Requesting
Company pursuant to this Agreement.
C. In situations where Entergy Nuclear, Inc. acts as
the Requesting Company, to the fullest extent allowed by law
and without affecting or limiting the indemnity applicable
to loaned employees as stated in paragraph 4.A herein,
Entergy Nuclear, Inc. hereby agrees to indemnify and defend
Entergy Operations, Inc., the Owners, and their employees
from liabilities, claims, damages, penalties, suits, costs
and expenses or judgments of any nature on account of, or
resulting from, the performance of Services by Entergy
Operations, Inc. for Entergy Nuclear, Inc., acting as the
Requesting Company, pursuant to this Agreement. The
indemnity provided by Entergy Nuclear, Inc. under this
paragraph 9.C shall apply regardless of whether the claims,
expenses or damages result or allegedly result from the
claimed or actual negligence or misconduct of Entergy
Operations, Inc., the Owners, or any of either of their
employees, agents or contractors.
10. Special Nuclear Services Provisions.
A. Both parties shall comply with the provisions of
10 C.F.R. Part 21, "Reporting of Defects and Noncompliance."
Should the Service Company notify the Nuclear Regulatory
Commission concerning defects or noncompliance covered by
10 C.F.R. Part 21 related to Services under a Service
Request, concurrent written notification shall be made to
the Requesting Company's representative at the address shown
in the applicable Service Request. The Service Company
shall also, by immediate verbal contact, advise the
Requesting Company's representative of any existing or
potential problem or deficiency that is discovered by or
otherwise becomes known to the Service Company, whether or
not such problem or deficiency is related to Services
performed under this Agreement.
B. If a Service Request covers Services identified by
the Requesting Company as safety related, the appropriate
quality assurance program, either the Service Company's or
the Requesting Company's, shall be identified in
paragraph 1, Scope of Services, of the applicable Service
Request, and the applicable quality assurance requirements
shall be referenced in and made a part of the Service
Request.
C. In the event that either party should become aware
of or come into possession of Safeguards Information
relative to the nuclear business operations of the other
party during performance of Services under this Agreement,
the parties agree to control and protect this information in
accordance with 10 C.F.R. 73.21, as explained in NUREG-0794.
In the event either party has reason to believe that
Safeguards Information has been lost, stolen or compromised,
such party shall immediately notify the other party.
11. Miscellaneous.
This Agreement shall be binding upon Entergy
Operations, Inc., Entergy Nuclear, Inc., and the successors
and assigns of either of them, provided that neither party
shall be entitled to assign or subcontract out any of its
obligations under this Agreement or under any Service
Request issued hereunder without the prior written approval
of the other party. This Agreement may be executed in
counterparts, each one of which when fully executed shall be
deemed to have the same dignity, force and effect as an
original. No provision of this Agreement shall be deemed
waived nor breach of this Agreement consented to unless such
waiver or consent is set forth in writing and executed by
the party hereto making such waiver or consent. If any
clause or term of this Agreement is determined by a court to
be illegal or void, the remaining provisions of this
Agreement shall be enforced as if the Agreement did not
contain such void clause or term. This Agreement has been
negotiated and executed in and shall be governed and
construed in accordance with the internal laws of the State
of Mississippi.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents and their respective seals to be hereunto affixed and
attested by their respective Secretaries or one of their
respective Assistant Secretaries as of the day and year set forth
above.
ENTERGY OPERATIONS, INC., for itself and
as agent for the Owners
ATTEST:
____________________________ By:___________________________
President
ENTERGY NUCLEAR, INC.
ATTEST:
____________________________ By:___________________________
President
<PAGE>
EXHIBIT I
ENTERGY OPERATIONS, INC.
ACCOUNTING PROCEDURES
<PAGE>
INTRODUCTION
These revised Entergy Operations, Inc. (EOI) Accounting
Procedures reflect the integrated operation of EOI and the
sharing of resources with Entergy Nuclear, Inc. (ENI). EOI and
ENI will share certain management, administrative, technical and
other nuclear services as discussed in the Shared Services
Agreement. These revised procedures are substantively the same
as the accounting procedures currently being used by EOI.
The revised accounting procedures will be fully implemented
with the commencement of the EOI/ENI Shared Services Agreement.
ACCOUNTING SYSTEMS
EOI will record the construction, operating and
administrative costs associated with the Entergy-owned nuclear
units (Arkansas Nuclear One (ANO), Waterford 3, Grand Gulf and
River Bend) and shared services requested from ENI subsidiary
nuclear units in accordance with the Public Utility Holding
Company Act of 1935 and the rules and regulations and orders
thereunder. Accounting records and data will be provided to
Entergy Arkansas Inc., Entergy Louisiana Inc., System Energy
Resources, Inc. (System Energy) and Entergy Gulf States, Inc.
(collectively referred to as the System Nuclear Owners) and to
ENI, as required, in such form and detail to allow them to record
their respective costs related in accordance with the Uniform
System of Accounts prescribed for public utilities by the Federal
Energy Regulatory Commission and their respective accounting
policies. Records will be maintained for each department and
section within EOI to allow for the identification and tracking
of costs. Attachment 1 lists the Accounting Cost Codes to be
utilized for capital and expense projects. EOI will bill actual
direct costs plus an allocation of actual indirect costs such as
payroll taxes, rents, etc. Separate department codes will be
utilized to accumulate costs of services requested by ENI.
All capital construction costs will be recorded utilizing
the construction work order system maintained by Entergy
Services, Inc. (ESI). All operation, maintenance, administrative
and general costs will be recorded utilizing department codes and
location numbers to denote specific cost responsibility centers.
EOI's accounting records will use a department code on all
accounts to separate and identify costs related to specific
nuclear units. The following codes will be utilized for each
unit:
Dept Nuclear Unit
Code
A ANO - Unit 1
B ANO - Unit 2
C ANO - Common
E EOI
W Waterford 3
S Grand Gulf - 100% System Energy
F River Bend - 100% Entergy Gulf States, Inc.
TBD ENI
EOI is responsible for operating each of the Entergy-owned
nuclear units but does not own any of the units. The System
Nuclear Owners will continue to own their respective units. As
operator of the Entergy-owned units, EOI will purchase or
construct assets and incur operating, maintenance and
administrative expenses related to ANO, Waterford 3, Grand Gulf
and River Bend. EOI will also provide nuclear services requested
by ENI. At the end of each month, these costs will be billed to
the System Nuclear Owners or ENI, as appropriate. ESI will
provide the System Nuclear Owners and ENI, as required, the
accounting data necessary to record their respective assets and
costs on their books and records. System Energy will have no
accounting or administrative employees. EOI and ESI will perform
all accounting and administrative services for System Energy.
ESI accounting systems will accumulate the source charges
associated with each Entergy-owned nuclear unit. ESI's
accounting applications will provide each System Nuclear Owner
the required accounting and billing data to properly record their
respective expenses and assets each month through their
respective general accounting systems. ESI may also provide
similar accounting services to ENI. The following computer
applications will be utilized:
(1) Payroll System (PR)
(2) Accounts Payable System (A/P)
(3) Materials & Supplies/Accounts Payable System (M&S)
(4) General Accounting System (GA)
(5) Property Accounting System
(6) Corporate Data Tables (CDT)
The following is a brief discussion of each accounting
system and the changes required due to the nuclear
reorganization.
Payroll (PR) - The employees at each of the Entergy-owned
nuclear facilities became EOI employees upon implementation of
the nuclear management organization. The payroll database
computer files for all applicable employees were transferred to
the payroll system. Separate payroll bank accounts are
maintained for ANO, Waterford 3, Grand Gulf and River Bend direct
site payrolls, as well as corporate office personnel located in
EOI's headquarters. These accounts are joint EOI and System
Nuclear Owner accounts. ESI writes the checks through its
payroll systems and the System Nuclear Owners fund the payroll
accounts. This enables the System Nuclear Owners to fund the
site payroll just as it was originally funded. Payroll costs of
employees performing services for ENI will be separately billed
to ENI.
Accounts Payable (AP) - Payments are generated through the
accounts payable system from two sources. Payments related to
materials and supplies inventory are handled through the
materials information system purchase order system. This system
generates a pay document in the accounts payable system for
payment. All other payments are manually coded on accounts
payable vouchers and are then entered into the system for
payment. With certain exceptions, ESI initiates checks for all
expenditures related to each of the Entergy-owned nuclear
facilities. Exceptions to this procedure may include costs such
as nuclear fuel, plant decommissioning, ad valorem taxes, and
nuclear insurance. The System Nuclear Owners may continue to pay
these costs directly. Separate accounts payable bank accounts
are maintained for payments directly related to ANO, Waterford 3,
Grand Gulf, River Bend and the corporate offices of EOI. These
accounts are joint ESI and System Nuclear Owner accounts. ESI
writes these checks through its accounts payable systems and the
System Nuclear Owners fund the bank accounts. This enables the
System Nuclear Owners to fund most direct site-related
expenditures the same as they were originally funded. Costs of
services provided to ENI will be separately billed to ENI.
Materials & Supplies (M&S) - The materials information
system incorporates both the inventory record keeping function
and the accounts payable function related to materials and
supplies inventory for each of the Entergy-owned nuclear units.
The accounts payable function was discussed above. Records
relating to materials and supplies inventories are maintained in
a separate materials information system database computer file
for each Entergy-owned nuclear plant storeroom. The databases
related to the ANO, Waterford 3, Grand Gulf and River Bend
materials and supplies inventories were transferred as separate
storerooms in the materials information system database. The
purchasing and warehousing function is performed by EOI personnel
at ANO, Waterford 3, Grand Gulf and River Bend utilizing the
materials information system. However, EOI does not own the
materials and supplies inventory. The inventories at ANO,
Waterford 3, Grand Gulf and River Bend are owned by the owners of
these facilities. At the end of each month, all data related to
inventories at each plant are accumulated in the general
accounting system. These data files are transferred
electronically to the appropriate System Nuclear Owner to give
them the necessary data required to record the inventory on their
books. ESI utilizes this same data in its general accounting
files to generate the management information requirements related
to the plant inventories. EOI may purchase items for ENI. These
purchases will be billed to ENI at actual direct cost, plus an
allocation of actual indirect costs, such as transportation,
warehousing, etc.
General Accounting (GA) - All costs are accumulated in the
general accounting system. The costs originate from four source
accounting systems: payroll, accounts payable, materials
information system and journal entries. All costs related to
each unit are accumulated in the general accounting system
through these sources. Cost specifically related to Entergy-
owned nuclear units or ENI will be identified and separated in
the system. This billing data is provided to the appropriate
System Nuclear Owner or ENI. The data file will provide the
System Nuclear Owners with a separate trial balance, and
supporting detail, for recording on their books all activities
related to ANO, Waterford 3, Grand Gulf and River Bend. The
general accounting system provides the actual data needed for
budget comparison reports and also provides input into the
property accounting system. Costs billed to ENI may also be
provided on a data file which contains the supporting detail
needed by ENI.
Property Accounting - Capital projects are traced separately
at each Entergy-owned nuclear unit utilizing the property
accounting capital work order system. EOI utilizes a separate
work order numbering system to code all projects relating to a
specific unit. Cost related to these projects are processed
through source accounting systems and accumulated in the general
accounting system at the end of each month. EOI uses this data
to provide management information for capital project cost
tracking. EOI records allowance for funds used during
construction (AFUDC) and other appropriate costs related to the
projects on its books and is responsible for subsequently
identifying retirement units and unitizing these costs as the
construction projects are completed and closed to utility plant-
in-service.
Corporate Data Tables (CDT) - The Corporate Data Tables are
utilized in the accounting systems for initiating and validating
account numbers, location codes, type cost codes, project
tracking numbers, department codes, etc.
COST ALLOCATION AND BILLING
All costs related to operating ANO, Waterford 3, Grand Gulf
and River Bend or nuclear services provided to ENI will be
accumulated in the general accounting system utilizing the
various source accounting systems. All cash disbursements will
be processed through the accounts payable and payroll source
accounting systems. As source documents are prepared to be
recorded in these systems, they will be coded with a work order
number that identifies the costs as follows:
(1) Costs directly related to a specific unit, or
(2) Costs that must be allocated between or among the
units.
All direct and indirect construction costs will be charged
to the appropriate units. Also, to the extent possible, all
operating and maintenance costs are directly coded and charged to
the specific unit to which they directly relate. Examples of
these direct costs include most on-site payroll costs and
contractor payments, etc., incurred at ANO, Waterford 3, Grand
Gulf and River Bend that are directly related to only that
specific plant or costs directly associated with providing
nuclear services to ENI. The majority of all costs incurred by
EOI are directly charged to a specific unit using department and
location codes to separate and identify the costs. Some costs,
primarily corporate administrative and general expenses, relate
to functions which benefit more than one unit. These costs are
allocated between or among the appropriate units. An example of
this type of cost would be the Payroll Section in the ESI
Accounting Department. The costs incurred by this section are on
behalf of the employees at each of the units and at EOI general
office. Therefore, these costs will be allocated based on the
number of employees. Each of these types of costs must be
analyzed to determine the most reasonable and equitable method of
allocation. The System Nuclear Owners and EOI have reviewed the
administrative and general cost responsibility centers and have
accumulated the following cost allocation methods for allocating
those costs that benefit multiple nuclear units:
Method Description
1 Direct Charge - 100% Unit Specific
2 Number of Plant Sites
3 Number of Generating Sites plus System
Energy Corporate
4 Number of PWRs
5 Number of BWRs
6 Number of Non-System Energy Generating
Sites
7 Two ANO Sites, Waterford 3, Grand Gulf,
River Bend
8 Two ANO Sites, Waterford 3, Grand Gulf
9 Number of Non-Entergy Gulf States, Inc.
Generating Sites
10 Number of Non-Entergy Gulf States, Inc.
Generating Sites plus System Energy
11 Number of Employees
12 Incentive Compensation Manhour Study
All costs will be properly documented with supporting
employee time sheet, expense account, M&S ticket, invoice or
other source document. Each source document will be coded with a
work order number that is directly assignable to a specific unit
(Method #1 above) or uses one of the other methods above to
allocate the costs. All corporate or general office charges that
are to be allocated will be coded with an expense work order
number. The appropriate allocation method will be included in
the electronic billing process for each expense work order. As
necessary, but at least annually, the allocation methods
currently utilized to allocate any portion of costs will be
reviewed to determine if they are appropriate. Any manhour
studies will also be reviewed and updated at least annually to
support cost allocations. The ESI Accounting Department will
review and maintain copies of all studies supporting any cost
allocations. The ESI Accounting Department will also be
responsible for utilizing the studies and actually allocating
appropriate costs between units for billing and accounting
purposes. Any changes in allocation method (e.g., changing from
Method #2 to Method #3) utilized to allocate costs will be
reviewed with the System Nuclear Owners and ENI for their
concurrence prior to implementation of the new method. Changes
and/or new allocation methods may be recommended at any time
subject to any necessary SEC and other appropriate regulatory
approvals. Several allocation methods listed above require
calculations based on variables (i.e., number of employees).
These calculations will be updated as necessary based on periodic
(at least annually) reviews.
The discussion below outlines the operating cost reporting
methods to be used for each type cost.
Payroll - For an employee assigned specifically to one unit,
charges will be made directly to that unit. If an employee is
not assigned specifically to one unit but his work benefits one
unit, charges will be made directly to the unit receiving the
benefit. If an employee is not assigned to one unit and his work
benefits more than one unit, charges will be allocated among the
benefited units based on one of the approved allocation methods.
Employees providing services to ENI will charge their actual
direct payroll costs to ENI. For charges made directly to one
unit, the time sheet will be documented as to when the work was
done and what work was performed.
Employee Benefits - Employee benefits will be charged to
units each month based on the applicable allocation method.
M&S - Expenses that are unique to one unit will be charged
directly to that plant. Any expenses that benefit more than one
unit will be allocated in a manner that is reasonable and
equitable to all plants and which most closely approximates the
type of service to be rendered. The M&S Ticket will be
documented as to the purpose and need of the M&S and will include
the expense work order which has an assigned allocation method.
Transportation - Mileage that directly benefits one unit
will be charged directly to that unit. Mileage that benefits
more than one unit will be allocated to those units in a manner
that is reasonable and equitable to all units and which most
closely approximates the type of service to be rendered. The
purpose of each trip will be stated on each mileage report and
will include the expense work order which has an assigned
allocation method.
Legal Fees - Any legal expense that benefits one unit will
be charged directly to that unit. Legal expenses that benefit
more than one unit will be allocated to the units receiving the
benefit in a manner that is reasonable and equitable to all
plants and which most closely approximates the type of service to
be rendered. If the description of the legal service on the
invoice does not give enough details of the charge to clearly
identify the unit or units receiving the benefit, then a note
explaining the allocation of the charge will be entered on the
invoice.
Entergy Services, Inc. (ESI) Charges - ESI charges that
benefit one unit will be charged directly to that unit. ESI
charges that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. When a work order is requested,
the person requesting the work order will notify EOI Business
Services in writing of the work order number, a description of
the services to be provided by ESI, the account distribution and
how the allocation method was determined.
Professional Services - Professional services that benefit
one unit will be charged directly to that unit. Services that
benefit more than one unit will be allocated to the units
receiving the benefits in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Each invoice will be documented
as to the nature of the work performed and will include the
expense work order which has an assigned allocation method.
Injuries & Damages - Injuries and damages will be charged in
the same manner the injured employee's payroll is charged. A
statement about how any allocation of any charge was determined
will be noted on the invoice or disbursement order.
Regulatory Commission - Whenever possible, regulatory
commission expenses will be charged directly to the unit
receiving the benefit. When these costs are allocated,
sufficient documentation will be entered on the invoice stating
how the allocation was determined.
Moving Expenses - Moving expenses will be charged in the
same manner the employee's payroll is charged. Detail will be
provided on the expense account or invoice explaining the
charges.
Employee Expenses - Expenses that can be identified with a
specific unit will be charged directly to that unit. Other
expenses will be allocated in the same manner as the employee's
payroll. Documentation will be provided on the expense account
showing the nature and purpose of the expense and the expense
work order which has an assigned allocation method.
Personal Car Mileage - Mileage that can be identified with a
specific unit will be charged directly to that unit. Other
charges will be allocated in the same manner as the employee's
payroll. Documentation will be provided on the car mileage form
stating the nature and purpose of the trip and will include the
expense work order which has an assigned allocation method.
Rentals - Rental of buildings or equipment that benefits one
unit will be charged directly to that unit. Rentals that benefit
more than one unit will be allocated to the units receiving the
benefit in a manner that is reasonable and equitable to all units
and which most closely approximates the type of service to be
rendered. The expense work order, which has an assigned
allocation method, will be provided on the invoice.
Office Supplies - Supplies that benefit one unit will be
charged directly to that unit. Supplies that benefit more than
one unit will be allocated to the units receiving the benefit in
a manner that is reasonable and equitable to all units and which
most closely approximates the type of service to be rendered.
The expense work order which has an assigned allocation method,
will be entered on the invoice.
Temporary Services - Temporary services will be allocated in
the same manner an employee's payroll would be allocated. The
expense work order which has an assigned allocation method, will
be stated on the invoice.
Communications Expense - Communications expense for each
employee will be allocated to each unit in a manner that is
reasonable and equitable to all plants and which most closely
approximates the type of service to be rendered. Each department
will keep a record of these percentages and notify the
Telecommunications Department in writing of the correct
percentage.
Postage and Freight - Freight for moving vans will be
allocated in the same manner the employee's payroll is allocated.
Postage and other freight that can be identified with a specific
unit will be charged directly to that unit. Postage and other
freight that benefits more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. The expense work order, which
has an assigned allocation method, will be noted on the invoice.
Contract Work - Contract work that can be identified with a
specific unit will be charged directly to that unit. Contract
work that benefits more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of services received will be stated on the invoice and will
include the expense work order which has an assigned allocation
method.
Miscellaneous General Expenses - Miscellaneous general
expenses that can be identified with a specific unit will be
charged directly to that unit. Miscellaneous general expenses
that benefit more than one unit will be allocated to the units
receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of the expense will be noted on the invoice and will include the
expense work order which has an assigned allocation method.
Other Expenses - Other expenses that can be identified with
a specific unit will be charged directly to that unit. Other
expenses that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of the expense will be noted on the invoice and will include the
expense work order which has an assigned allocation method.
CASH FUNDING
Cash funding requirements are generated from three sources
in the accounting system: payroll, accounts payable and journal
entries. Billing data from the payroll system will include
employee name, number, account distribution, department/unit
code, total amount and allocated amount. The accounts payable
data will include check number, date, vendor name,
department/unit code, account distribution, total amount and
allocated amount. Manual journal entries will be utilized to
record miscellaneous items, correct previous errors, etc., as
required.
The System Nuclear Owners will advance cash to reimburse EOI
actual costs during the month as EOI pays its payrolls and
processes accounts payable disbursement checks throughout the
month. As required, monthly billing information can be generated
from the detailed data described above.
ENI will fund EOI's actual costs at least monthly, or on
some other predetermined basis. EOI will provide ENI a detailed
billing statement on or before the 20th day of the succeeding
month. All amounts billed will be payable by ENI on or before
the 60th day thereafter. Attachment 2 shows an example of a
format for the billings.
<PAGE>
ATTACHMENT 1
ENTERGY OPERATIONS, INC.
ACCOUNTING COST CODES
CAPITAL PROJECTS
EOI Cost Code A-BBB.BBB-CCCCC-DDD
A = Department/unit code
B = Account number
C = 5 digit project number
D = 3 digit type cost code
EXAMPLE: A-322.000-84300-001
A = ANO Unit 1
322.000 = Account Number - Reactor Plant Equipment
84300 = 5 digit PAMS work order number
001 = Payroll type cost code
EXPENSE PROJECT
EOI Cost Code A-BBB-CCC.CCC-DDDDD-EEE
A = Department/unit code
B = 3 digit location/cost responsibility center code
C = Account number
D = 5 digit expense work order number
E - 3 digit type cost code
EXAMPLE: S-111-921.000-89900-210
S = Grand Gulf - System Energy
111 = General Accounting Section
921.000 = Account Number - Office Supplies & Expense
89900 = 5 digit expense work order number
210 = Type cost code - Travel & Living Expense
<PAGE>
ATTACHMENT 2
Page 1 of 3
ENTERGY OPERATIONS, INC.
BILLING FORMAT
SUMMARY BILLING SCHEDULES
ARKANSAS NUCLEAR ONE
Department Unit Total Payroll A/P Other
A 1 $1,100 $1,100 $100 $ --
B 2 1,090 900 200 (10)
C Com. 50 100 (50)
Total $2,240 $2,000 $300 $(60)
WATERFORD 3
Department Unit Total Payroll A/P Other
W 3 $900 $700 $150 $ 50
GRAND GULF
Department Unit Total Payroll A/P Other
S 1 $920 $800 $200 $ (80)
RIVER BEND
Department Unit Total Payroll A/P Other
F 1 $990 $700 $300 $ (10)
ENTERGY NUCLEAR, INC.
Department Unit Total Payroll A/P Other
TBD 1 $1,100 $800 $200 $ 100
<PAGE>
ATTACHMENT 2
Page 2 of 3
ENTERGY OPERATIONS, INC.
BILLING FORMAT
DETAILED BILLING SCHEDULES
PAYROLL
Allocated Total
Employee Number Account Department Amount Amount
John Doe 12345 920 A $1,000 $1,000
June Doe 12346 920 B 900 900
Jack Doe 12348 524 C 100 800
Jack Doe 12348 524 W 700 800
James Doe 12349 524 S 800 800
Joe Doe 12350 524 F 700 700
Sam Doe 12351 524 TBD 800 800
$5,000
Total A ANO Unit 1 $1,000
Total B ANO Unit 2 900
Total C ANO Common 100
Total W Waterford 3 700
Total S Grand Gulf 800
Total F River Bend 700
Total ENI 800
TBD
$5,000
ACCOUNTS PAYABLE (A/P)
Date Check Vendor Dept Account Allocated Total
No. Amount Amount
01/15/89 01234 XYZ Company A 524 $100 $100
01/20/89 01235 Nuc. Vendor B 524 200 350
01/20/89 01235 Nuc. Vendor W 524 150 350
01/21/89 01236 ABC, Inc. S 524 200 200
01/21/89 01237 Nuc.Assoc. F 524 300 300
01/22/95 01238 ABC Vendor TBD 524 200 200
Total $1,150
Total A ANO Unit 1 $100
Total B ANO Unit 2 200
Total C ANO Common 0
Total W Waterford 3 150
Total S Grand Gulf 200
Total F River Bend 300
Total ENI 200
TBD
$1,150
<PAGE>
ATTACHMENT 2
Page 3 of 3
ENTERGY OPERATIONS, INC.
BILLING FORMAT
DETAILED BILLING SCHEDULES
OTHER
Date J.E No. Source Department Account Amount
01/31/88 01-30 P/R Correction S 920 $ 20
01/31/88 01-30 P/R Correction B 920 (10)
01/31/88 01-30 P/R Correction F 920 (10)
01/31/88 01-31 A/P Correction C 524 (50)
01/31/88 01-31 A/P Correction W 524 50
01/31/88 01-31 P/R Correction TBD 524 100
01/31/88 01-31 P/R Correction S 524 (100)
$ 0
Total A ANO Unit 1 $ 0
Total B ANO Unit 2 (10)
Total C ANO Common (50)
Total W Waterford 3 50
Total S Grand Gulf (80)
Total F River Bend (10)
Total ENI 100
TBD
$ 0
<PAGE>
EXHIBIT II
ENTERGY NUCLEAR, INC.
ACCOUNTING PROCEDURES
INTRODUCTION
Entergy Nuclear, Inc. (ENI) was formed to manage and operate
nuclear units for non-affiliated Owners outside of the Entergy
system. In addition to accounting for its own costs, ENI will be
responsible for billing the appropriate non-affiliated Owners for
the costs of any services provided by ENI, Entergy Operations,
Inc. (EOI) or Entergy Services, Inc. (ESI) to the non-affiliated
nuclear units. ENI will account for and bill any services it or
its subsidiaries provide to EOI. ENI will also account for the
management fees and/or incentive compensation earned from
operating nuclear units for non-affiliated Owners. ENI will
maintain the supporting documentation and provide the accounting
distribution needed to meet the regulatory requirements for
Entergy and the non-affiliated Owners. The following sections
describe the Accounting Systems, costs and allocation processes
to be utilized by ENI.
ACCOUNTING SYSTEMS
ENI will record all operating and administrative costs in
accordance with the Public Utility Holding Company Act of 1935
and the rules and regulations and orders thereunder. Accounting
records and data will be provided to the non-affiliated Owners
and EOI in such form and detail as required to allow them to
record the respective costs related to their nuclear units in
accordance with the Uniform System of Accounts prescribed for
public utilities by the Federal Energy Regulatory Commission and
their respective accounting policies. Records will be maintained
for each department and section within ENI to allow for the
identification and tracking of costs. Attachment 1 lists the
Accounting Cost Codes to be utilized for expense projects.
All operation, maintenance, administrative and general costs
will be recorded utilizing department codes and location numbers
to denote specific units and cost responsibility centers.
ENI's accounting records will use a department code such as
the following on all accounts to separate and identify costs
related to specific nuclear units.
Dept.Code Nuclear Unit
A ABC - Unit 1
B ABC - Unit 2
E ENI
F EOI
Accounting systems will accumulate the source charges
associated with each unit, as required. These systems will
provide each non-affiliated Owner and EOI the required accounting
and billing data to properly record their respective expenses
each month through their respective general accounting systems.
The following systems will be utilized:
(1) Payroll System (PR)
(2) Accounts Payable System (A/P)
(3) Materials & Supplies/Accounts Payable System (M&S)
(4) General Accounting System (GA)
The following is a brief discussion of each accounting
system.
Payroll (PR) - The payroll database computer files for all
applicable employees will be maintained in the payroll system. A
separate payroll bank account will be maintained for corporate
office personnel located in ENI's headquarters.
Accounts Payable (AP) - Payments are generated through the
accounts payable system from two sources. Payments related to
materials and supplies inventory are handled through the purchase
order system. This system generates a pay document in the
accounts payable system for payment. All other payments are
manually coded on accounts payable vouchers and are then entered
into the system for payment.
Materials & Supplies (M&S) - The materials information
system incorporates both the inventory record keeping function
and the accounts payable function related to materials and
supplies inventory. The accounts payable function was discussed
above. Records relating to materials and supplies inventories
are maintained in a separate materials information system
database computer file for each nuclear plant storeroom, as
required.
General Accounting (GA) - All applicable costs will be
accumulated in the general accounting system. The costs
originate from four source accounting systems: payroll, accounts
payable, materials information system and journal entries. All
costs related to each unit will be accumulated in the general
accounting system through these sources. Cost specifically
related to each unit will be identified and separated in the
system. This billing data will be transferred to EOI or the
appropriate non-affiliated Owner, as required. The general
accounting system provides the actual data needed for budget
comparison reports.
Shared Services - ENI may request management, engineering,
administrative, technical or other nuclear services from EOI.
ENI personnel may also provide these same types of services when
requested by EOI. All such services will be billed, at cost,
through either the ENI or EOI billing process, as applicable.
Cost to be reimbursed include actual direct costs plus a portion
of actual indirect costs such as payroll taxes, benefits, etc.
ENI may request such services on behalf of any or all of the
nuclear units which it operates. Costs will be maintained in
separate cost work orders for each work request and will be
charged to the appropriate nuclear unit. These costs will
subsequently be reimbursed by the appropriate non-affiliated
Owner or System Nuclear Owner.
COST ALLOCATION AND BILLING
All applicable costs related to each nuclear unit will be
accumulated in the general accounting system utilizing the
various source accounting systems. All cash disbursements will
be processed through the accounts payable and payroll source
accounting systems. As source documents are prepared to be
recorded in these systems, they will be coded with an expense
work order number that identifies the costs as follows:
(1) Costs directly related to a specific unit, or
(2) Costs that must be allocated between or among the
units.
To the extent possible, all operating and maintenance costs
will be directly coded and charged to the specific unit to which
they directly relate. An example of these direct costs is an EOI
employee loaned to a specific plant. The majority of all costs
incurred by or billed through ENI will be directly charged to a
specific unit using department and location codes to separate and
identify the costs. Some costs, primarily administrative and
general expenses, relate to functions which benefit more than one
unit. These costs will be allocated between or among the
appropriate units. An example of this type of cost would be
Business Services activities. The costs incurred by this section
are on behalf of the employees at each of the units and at the
ENI Corporate office. Therefore, these costs might be allocated
based on the number of sites. Each of these types of costs must
be analyzed to determine the most reasonable and equitable method
of allocation. The following cost allocation methods will be
utilized for allocating those costs that benefit multiple nuclear
units:
Method Description
1 Direct Charge - 100% Unit Specific
2 Number of Plant Sites (e.g., 25% Unit #1,
25% Unit #2, 25% Unit #3, 25% Unit #4)
3 Number of PWRs
4 Number of BWRs
5 Number of Employees (calculation to be
updated quarterly)
6 Allocation Based on Manhour Study
(study/calculation to be updated at least
annually)
All costs will be properly documented with supporting
employee time sheet, expense account, materials ticket, invoice
or other source document. Each source document will be coded
with an expense work order number that is directly assignable to
a specific unit (Method #1 above) or uses one of the other
methods above to allocate the costs. All corporate or general
office charges that are to be allocated will be coded with an
expense work order number. The appropriate allocation method
will be included in the billing process for each expense work
order. As necessary, but at least annually, the allocation
methods currently utilized to allocate any portion of costs will
be reviewed to determine if they are appropriate. Any manhour
studies will also be reviewed and updated at least annually to
support cost allocations. ENI will review and maintain copies of
all studies supporting any cost allocations. ENI will also be
responsible for utilizing the studies and actually allocating
appropriate costs between units for billing and accounting
purposes. Any changes in allocation method (e.g., changing from
Method #2 to Method #3) utilized to allocate costs will be
reviewed with the non-affiliated Owners for their concurrence
prior to implementation of the new method. Changes and/or new
allocation methods may be recommended at any time subject to any
necessary SEC and other appropriate regulatory approvals.
Several allocation methods listed above require calculations
based on variables (e.g., number of employees). These
calculations will be updated as necessary.
The discussion below outlines the operating cost reporting
methods to be used for each type cost.
Payroll - For an employee assigned specifically to one unit,
charges will be made directly to that unit. If an employee is
not assigned specifically to one unit but his work benefits one
unit, charges will be made directly to the unit receiving the
benefit. If an employee is not assigned to one unit and his work
benefits more than one unit, charges will be allocated among the
benefited units based on one of the approved allocation methods.
For charges made directly to one unit, the time sheet will be
documented as to when the work was done and what work was
performed.
Employee Benefits - Employee benefits will be charged to
units each month based on the actual direct payroll that was
charged during that month.
M&S - Expenses that are unique to one unit will be charged
directly to that plant. Any expenses that benefit more than one
unit will be allocated in a manner that is reasonable and
equitable to all plants and which most closely approximates the
type of service to be rendered. The M&S Ticket will be
documented as to the purpose and need of the M&S and will include
the expense work order which has an assigned allocation method.
Transportation - Mileage that directly benefits one unit
will be charged directly to that unit. Mileage that benefits
more than one unit will be allocated to those units in a manner
that is reasonable and equitable to all units and which most
closely approximates the type of service to be rendered. The
purpose of each trip will be stated on each mileage report and
will include the expense work order which has an assigned
allocation method.
Legal Fees - Any legal expense that benefits one unit will
be charged directly to that unit. Legal expenses that benefit
more than one unit will be allocated to the units receiving the
benefit in a manner that is reasonable and equitable to all
plants and which most closely approximates the type of service to
be rendered. If the description of the legal service on the
invoice does not give enough details of the charge to clearly
identify the unit or units receiving the benefit, then a note
explaining the allocation of the charge will be entered on the
invoice.
Entergy Operations, Inc. (EOI) Charges - EOI charges that
benefit one unit will be charged directly to that unit. EOI
charges that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. When a work order is requested,
the site requesting the work order will notify ENI Corporate
personnel in writing of the work order number, a description of
the services to be provided by EOI, the account distribution and
how the allocation method was determined.
Entergy Services, Inc. (ESI) Charges - ESI charges that
benefit one unit will be charged directly to that unit. ESI
charges that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. When a work order is requested,
the person requesting the work order will notify ENI Corporate
personnel in writing of the work order number, a description of
the services to be provided by ESI, the account distribution and
how the allocation method was determined.
Professional Services - Professional services that benefit
one unit will be charged directly to that unit. Services that
benefit more than one unit will be allocated to the units
receiving the benefits in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Each invoice will be documented
as to the nature of the work performed and will include the
expense work order which has an assigned allocation method.
Injuries & Damages - Injuries and damages will be charged in
the same manner the injured employee's payroll is charged. A
statement about how any allocation of any charge was determined
will be noted on the invoice or disbursement order.
Regulatory Commission - Whenever possible, regulatory
commission expenses will be charged directly to the unit
receiving the benefit. When these costs are allocated,
sufficient documentation will be entered on the invoice stating
how the allocation was determined.
Moving Expenses - Moving expenses will be charged in the
same manner the employee's payroll is charged. Detail will be
provided on the expense account or invoice explaining the
charges.
Employee Expenses - Expenses that can be identified with a
specific unit will be charged directly to that unit. Other
expenses will be allocated in the same manner as the employee's
payroll. Documentation will be provided on the expense account
showing the nature and purpose of the expense and the expense
work order which has an assigned allocation method.
Personal Car Mileage - Mileage that can be identified with a
specific unit will be charged directly to that unit. Other
charges will be allocated in the same manner as the employee's
payroll. Documentation will be provided on the car mileage form
stating the nature and purpose of the trip and will include the
expense work order which has an assigned allocation method.
Rentals - Rental of buildings or equipment that benefits one
unit will be charged directly to that unit. Rentals that benefit
more than one unit will be allocated to the units receiving the
benefit in a manner that is reasonable and equitable to all units
and which most closely approximates the type of service to be
rendered. The expense work order, which has an assigned
allocation method, will be provided on the invoice.
Office Supplies - Supplies that benefit one unit will be
charged directly to that unit. Supplies that benefit more than
one unit will be allocated to the units receiving the benefit in
a manner that is reasonable and equitable to all units and which
most closely approximates the type of service to be rendered.
The expense work order which has an assigned allocation method,
will be entered on the invoice.
Temporary Services - Temporary services will be allocated in
the same manner an employee's payroll would be allocated. The
expense work order which has an assigned allocation method, will
be stated on the invoice.
Communications Expense - Communications expense for each
employee will be allocated to each unit in a manner that is
reasonable and equitable to all plants and which most closely
approximates the type of service to be rendered. Each department
will keep a record of these percentages and notify the
Telecommunications Department in writing of the correct
percentage.
Postage and Freight - Freight for moving vans will be
allocated in the same manner the employee's payroll is allocated.
Postage and other freight that can be identified with a specific
unit will be charged directly to that unit. Postage and other
freight that benefits more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. The expense work order, which
has an assigned allocation method, will be noted on the invoice.
Contract Work - Contract work that can be identified with a
specific unit will be charged directly to that unit. Contract
work that benefits more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of services received will be stated on the invoice and will
include the expense work order which has an assigned allocation
method.
Miscellaneous General Expenses - Miscellaneous general
expenses that can be identified with a specific unit will be
charged directly to that unit. Miscellaneous general expenses
that benefit more than one unit will be allocated to the units
receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of the expense will be noted on the invoice and will include the
expense work order which has an assigned allocation method.
Other Expenses - Other expenses that can be identified with
a specific unit will be charged directly to that unit. Other
expenses that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of the expense will be noted on the invoice and will include the
expense work order which has an assigned allocation method.
CASH FUNDING
The general accounting system will generate a detailed
billing at the end of each month by unit for each non-affiliated
Owner and EOI on an accrual basis and will also generate the
monthly cash funding requirements for each company. Cash funding
requirements are generated from three sources in the accounting
system: payroll, accounts payable and journal entries. Billing
data from the payroll system will include employee name, number,
account distribution, department/unit code, total amount and
allocated amount. The accounts payable data will include check
number, date, vendor name, department/unit code, account
distribution, total amount and allocated amount. Manual journal
entries will be utilized to record miscellaneous items, correct
previous errors, etc., as required.
The non-affiliated Owners and EOI will fund ENI's actual
costs at least monthly, or on some other predetermined basis.
ENI will provide the non-affiliated Owners and EOI a detailed
billing statement on or before the 20th day of the succeeding
month. All amounts billed will be payable by the non-affiliated
Owners or EOI on or before the 60th day thereafter. Attachment 2
shows an example of a format for the billings.
<PAGE>
ATTACHMENT 1
ENTERGY NUCLEAR, INC.
ACCOUNTING COST CODES
EXPENSE PROJECT
ENI Cost Code A-BBB-CCC.CCC-DDDDD-EEE
A = Department/unit code
B = 3 digit location/cost responsibility center code
C = Account number
D = 5 digit expense work order number
E - 3 digit type cost code
EXAMPLE: B-111-921.000-89900-210
B = ABC - Unit 2
111 = General Accounting Section
921.000 = Account Number - Office Supplies & Expense
89900 = 5 digit expense work order number
210 = Type cost code - Travel & Living Expense
<PAGE>
ATTACHMENT 2
Page 1 of 3
ENTERGY NUCLEAR, INC.
BILLING FORMAT
SUMMARY BILLING SCHEDULES
ABC Plant
Department Unit Total Payroll A/P Other
A 1 $1,100 $1,000 $100 $ --
B 2 1,090 900 200 (10)
Total $2,190 $1,900 $300 $(10)
EOI
Department Unit Total Payroll A/P Other
F 3 $860 $ 700 $150 $ 10
<PAGE>
ATTACHMENT 2
Page 2 of 3
ENTERGY NUCLEAR, INC.
BILLING FORMAT
DETAILED BILLING SCHEDULES
PAYROLL
Allocated Total
Employee Number Account Department Amount Amount
John Doe 12345 920 A $1,000 $1,000
June Doe 12346 920 B 900 900
Jack Doe 12348 524 F 700 700
$2,600
Total A ABC - Unit 1 $1,000
Total B ABC - Unit 2 900
Total F EOI 700
$ 2,600
ACCOUNTS PAYABLE (A/P)
Check Allocated Total
Date No Vendor Dept. Account Amount Amount
01/15/89 01234 XYZ Company A 524 $100 $100
01/20/89 01235 Nuc. Vendor B 524 200 350
01/20/89 01235 Nuc. Vendor F 524 150 350
Total $450
Total A ABC - Unit 1 $100
Total B ABC - Unit 2 200
Total F EOI 150
$450
<PAGE>
ATTACHMENT 2
Page 3 of 3
ENTERGY NUCLEAR, INC.
BILLING FORMAT
DETAILED BILLING SCHEDULES
OTHER
Date J.E No. Source Department Account Amount
01/31/88 01-30 P/R Correction B 920 (10)
01/31/88 01-31 A/P Correction F 524 10
0
Total B ABC - Unit 2 (10)
Total F EOI 10
$ 0
<PAGE>
EXHIBIT III
TO
SHARED SERVICES AGREEMENT
Service Request No. _________
Effective Date ___/___/___
This Service Request is issued pursuant to the Agreement
effective ____________, 199___, between Entergy Operations, Inc.
and Entergy Nuclear, Inc.
1. Scope of Services
____________________ ("Service Company") shall provide
the following services, loaned employees or items to
_______________ ("Requesting Company"): [Specify whether
services are nuclear safety related; reference any applicable QA
requirements.]
.
2. Schedule
The foregoing services, loaned employees or items shall
be provided by Service Company in accordance with the following
schedule:
3. Project Managers
The following representatives are designated by Service
Company and Requesting Company, respectively, for liaison
regarding this Service Request between the parties:
Service Company __________________________
Requesting Company _______________________
4. Invoices
Service Company shall submit invoices for costs
calculated in accordance with the Shared Services Agreement to
the following address:
.
5. Documentation Requirements
Service Company shall provide the following
documentation in connection with performance of the services
under this Service Request.
(Include as applicable.)
6. Terms and Conditions
This Service Request, the performance of the services
described herein, and the rights and obligations of the parties
with respect thereto are governed by the Agreement between the
parties effective _______________, 199___.
Accepted and Agreed to:
______________________________ ______________________________
By____________________________ By____________________________
Title_________________________ Title_________________________
Date__________________________ Date__________________________
EXHIBIT B-3
FORM OF SUBSIDIARY SHARED SERVICES AGREEMENT
BETWEEN
ENTERGY NUCLEAR, INC. AND
________________________ [subsidiary to be formed]
THIS AGREEMENT, made and entered into effective as of
____________, 199___, by and between Entergy Nuclear, Inc., a
corporation organized under the laws of the State of Delaware,
and ________________________, a corporation organized under the
laws of _______________ (any future subsidiary company of Entergy
Nuclear, Inc. referred to herein as "Subsidiary").
W I T N E S S E T H :
WHEREAS, Subsidiary is a wholly-owned corporate subsidiary
of Entergy Nuclear, Inc. that desires to provide to and receive
from Entergy Nuclear, Inc. certain services described herein; and
WHEREAS, Entergy Nuclear, Inc. is a direct subsidiary of
Entergy Corporation, a Delaware corporation, and Entergy Nuclear,
Inc., together with Entergy Corporation, Subsidiary, and Entergy
Corporation's other direct and indirect subsidiaries, form the
Entergy System; and
WHEREAS, Entergy Nuclear, Inc. is authorized under the
Public Utility Holding Company Act of 1935, as amended ("the
Act"), by order of the Commission dated ____________, 199___, to
utilize those services, personnel, properties, and other
resources of Entergy Services, Inc., a direct subsidiary of
Entergy Corporation, as well as those provided by Entergy
Operations, Inc., also a direct subsidiary of Entergy
Corporation, in order to (i) investigate and develop other
nuclear business enterprises as are approved by the Commission;
(ii) to sell management, technical, and training services and
products related to nuclear power plant operations and
maintenance developed within the Entergy System to non-affiliated
companies, agencies, and other business concerns that own or
operate nuclear power plants, including domestic and foreign
governmental agencies, public utilities, and other business
concerns, or to other non-affiliated entities performing services
for such nuclear power plant owners and operators; and (iii) to
provide personnel and services and facilitate the sharing of
resources with any subsidiaries of Entergy Nuclear, Inc. as
provided herein; and
WHEREAS, Subsidiary and other subsidiaries of Entergy
Nuclear, Inc. are authorized under the Act by order of the
Commission dated _______________, to provide personnel and
services and facilitate the sharing of resources with Entergy
Nuclear, Inc. as provided herein; and
WHEREAS, economies and increased efficiencies benefiting the
Entergy System will result from the performance by Entergy
Nuclear, Inc. of services for Subsidiary and other subsidiaries
as Entergy Nuclear, Inc. may establish and the performance of
services by Subsidiary and such other subsidiaries for Entergy
Nuclear, Inc.; and
WHEREAS, subject to the terms and conditions herein
described, both parties to this Agreement are willing, subject to
determinations of availability, upon request by the other party
hereto, to render such services and provide such property and
resources to the requesting party, at cost, determined in
accordance with applicable rules, regulations and orders of the
Commission under the Act;
NOW, THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto hereby agree as
follows:
1. Definitions.
As used hereinafter, the following terms, in addition
to those elsewhere defined in this Agreement, shall have the
following meanings unless the context otherwise requires:
A. "Requesting Company" shall mean (i) Entergy
Nuclear, Inc. or (ii) Subsidiary when either such company
submits a Service Request in accordance with Article 7
hereof.
B. "Service Company" shall mean (i) Entergy Nuclear,
Inc. or (ii) Subsidiary when either such company accepts in
writing the obligation to provide services to the Requesting
Company in accordance with a Service Request executed
pursuant to this Agreement.
C. "Service Request" refers to the document used to
initiate the performance of Services pursuant to this
Agreement in accordance with the procedures set forth in
Articles 2 and 7 hereof.
D. "Services" shall mean the services described in
Articles 3 and 4 hereof.
E. "Non-Affiliate" means any corporation, company,
agency, government, business, entity, or person other than
(i) Entergy Corporation, (ii) a direct or indirect
subsidiary of Entergy Corporation, or (iii) a person
employed by Entergy Corporation, or any of such
subsidiaries.
F. "Intellectual Property" means any process, program
or technique which is protected by the copyright, patent or
trademark laws, or by virtue of it being a trade secret, and
which has been specifically and knowingly incorporated into,
exhibited in, or reduced to a tangible writing, drawing,
manual, computer program, product or similar manifestation
or thing.
2. Agreement to Furnish Services.
A. Upon its receipt of a Service Request from
Requesting Company, Service Company agrees, subject to the
conditions set forth in this Article 2, to furnish or cause
to be furnished to the Requesting Company upon the terms and
conditions hereinafter set forth such of the Services
requested by the Requesting Company, at such times, for such
periods, and in such manner as set forth in the Service
Request.
B. Upon its receipt of a Service Request from
Requesting Company, Service Company will, if it has or can
have available the personnel and resources needed to fill
the Service Request, furnish to the Requesting Company upon
the terms and conditions hereinafter set forth such of the
Services, at such times, for such periods and in such manner
as set forth in the Service Request; provided, however, that
the determination of whether Service Company has or can have
the available personnel and resources to perform in
accordance with the Service Request will be entirely within
the discretion of Service Company, and Service Company may,
at its sole option, elect not to perform any requested
Services, except that, once having agreed in writing to
perform pursuant to a Service Request, Service Company shall
not terminate or cancel such performance without the consent
of the Requesting Company.
C. The providing of Services by Service Company
pursuant to this Agreement shall in all cases and
notwithstanding anything herein contained to the contrary be
subject to any limitations contained in authorizations,
rules or regulations of those governmental agencies, if any,
having jurisdiction over Entergy Nuclear, Inc., Subsidiary,
or such providing of Services. Service Company further
agrees that all Services provided pursuant to a Service
Request shall be performed in accordance with all applicable
laws, regulations, and any applicable health, safety,
quality and security rules, procedures and programs.
3. Description of Services.
The Services to be provided by Service Company
hereunder shall be related to nuclear business operations
and may, upon request, include the following:
A. General Executive and Advisory Services. Advise
and assist the officers and employees of the Requesting
Company in connection with various phases of its nuclear
business and operations, including, particularly (but not
exclusively), those phases which involve coordination or
strategic planning of nuclear plant operations.
B. General Engineering. Perform general engineering
work, including preparation and analyzing of specifications,
civil engineering, and hydraulic studies and problems,
refueling studies, and nuclear fuel supply, delivery and
storage studies; and advising and assisting in connection
with analyses of nuclear plant operations, operating and
capital budgets, and decommissioning.
C. Design Engineering. Perform detailed design work
in connection with nuclear-related business operations as
requested by the Requesting Company.
D. Research. Consultation and advisory studies with
respect to radiation protection and nuclear safety issues,
cost studies, economic studies, and other analyses relevant
to nuclear plant operations or decommissioning.
E. Procurement. Render purchasing and group
procurement services to the Requesting Company, coordinate
group procurement, and supply expediting services with
respect to procurement of goods and services required in
connection with nuclear plant operations or decommissioning.
Unless otherwise agreed in a Service Request, all requests
for bids shall be made and purchases confirmed in the name
of the Requesting Company, and any group procurement
contract or order executed by Service Company must contain a
provision for several but not joint liability of the owners
of the nuclear plants receiving goods or services pursuant
to such group procurement contracts.
F. Accounting and Statistical. Perform for the
Requesting Company all such business, accounting, and
auditing services, and install or assist with installation
of such internal accounting and auditing procedures and
systems as are requested by the Requesting Company to
maintain any of its nuclear business records properly and
account for and safeguard their separate nuclear business
operations and properties; advise and assist the Requesting
Company in connection with preparation and analyses of
financial and operating reports and other statistical
matters relating to nuclear plant operations or
decommissioning.
G. Budgeting. Advise and assist the Requesting
Company in matters involving the preparation and development
of capital and operating budgets, cash and cost forecasts,
and budgetary controls and preparation of long-range
forecasts.
H. Business Promotion and Public Relations. Advise
and assist the Requesting Company in the development and use
of marketing, public relations materials, and programs in
connection with nuclear business operations.
I. Human Resources. Furnish the Requesting Company
with advisory and administrative services and programs in
connection with nuclear-related employee relations matters,
recruitment, employee placement, training, compensation,
safety, labor relations and health, welfare and employee
benefits.
J. Systems and Procedures. Advise and assist the
Requesting Company in the formation of sound nuclear plant
operating practices and methods of procedure, the
standardization of forms, and the acquisition and use of
mechanical and electronic data processing, computing and
communications equipment.
K. Regulatory Matters. Consultation and advice with
respect to regulatory matters, particularly those involving
the Nuclear Regulatory Commission, and the provision of
liaison and assistance in processing matters with the staff
of such commission.
L. Data Processing Services. Operation of data
processing equipment to serve the nuclear plants operated by
parties to this Agreement. This operation may include,
without limitation, nuclear applications software
development, maintenance and enhancements; data
communications network design, operation and management; and
information systems consulting.
M. Provision of Resources. Subject to those
conditions with respect to Service Company's discretion not
to perform Services as set forth in 2.B, Service Company
may, acting for itself or, where applicable, as agent for
others, sell, lease or otherwise make available to the
Requesting Company in the conduct of Requesting Company's
business operations and/or, to the extent necessary or
appropriate as required in the performance of its services
to third parties, access to, use of, or rights in all
resources available to Service Company, including
facilities, products, processes, techniques, computer
hardware and software, technical information, training aids
and properties, vehicles, equipment, machines and other
property, whether owned, leased or licensed by or otherwise
held or managed by Service Company.
N. Training. Assist the Requesting Company in
providing training to personnel; develop and make available
training procedures, materials, facilities and instructors.
O. Legal Services. Provide services and advice
relating to litigation, contracts, property rights and other
legal matters related to nuclear operations or plant
decommissioning.
P. General. Make available services in the areas of
nuclear plant maintenance, modifications, planning and
supervision, design, management, emergency planning,
environmental compliance, plant decommissioning, quality
assurance, licensing matters, research and development, and
communications systems and procedures.
Q. Development of Other Business Enterprises. Advise
and assist in the investigation and development of other
nuclear-related business enterprises as are approved by the
Commission.
R. Other Services. Render advice and assistance in
connection with such other matters as the Requesting Company
may request and Service Company may be able to perform with
respect to the business and operations of the Requesting
Company.
4. Provision of Personnel.
Where specifically requested in a Service Request by
Requesting Company, Service Company may loan its employees
to the Requesting Company subject to availability of
necessary personnel as determined in the sole discretion of
the Service Company. Requesting Company will reimburse
Service Company for the loaned employees' salary, costs of
benefits and other direct and indirect costs incurred by
Service Company in providing such loaned employees to
Requesting Company, in accordance with Article 6 below. In
that event, such loaned employees will be under the sole
supervision and control of the Requesting Company for such
period or periods of time as are agreed upon in advance as
necessary to complete the work to be performed by such
employees. Such employees may be withdrawn by Service
Company from tasks assigned by the Requesting Company during
the agreed upon assignment period only with the consent of
the Requesting Company. The Requesting Company will be
responsible for the actions and activities of such employees
while engaged in the performance of the work to the same
degree as though such persons were employees of the
Requesting Company. However, as part of the Services
hereunder, Service Company, during periods such employees
are loaned to the Requesting Company, will continue to
provide to such employees those same payroll, pension,
savings, tax withholding, workers' compensation, Social
Security, unemployment, bookkeeping, and other personnel
support services then being utilized by Service Company in
connection with compensating and benefiting such employees.
Notwithstanding any provision herein to the contrary,
Requesting Company agrees to indemnify and defend Service
Company from claims, penalties, damages, expenses and
liabilities of any nature arising from services or
activities of an employee for Requesting Company while such
employee is loaned by Service Company to Requesting Company
pursuant to this Article, except for personal injuries
suffered by the loaned employee to the extent such personal
injuries are covered by the proceeds of a workers'
compensation insurance policy as may have been procured by
Service Company.
5. Exchange of Intellectual Property.
A. Should Entergy Nuclear, Inc. or any of its other
subsidiary companies in the course of its business develop
and have available Intellectual Property, Entergy Nuclear,
Inc. will make such Intellectual Property available to
Subsidiary for marketing to Non-Affiliates or for other
utilization by Subsidiary without charge (except the actual
expenses incurred by Entergy Nuclear, Inc. in connection
with making such Intellectual Property available to
Subsidiary) upon issuance of a Service Request therefor;
provided, however, that such availability shall be dependent
upon and subject to (i) any contractual commitments of
Entergy Nuclear, Inc. or such other subsidiaries to Non-
Affiliates as may be entered into at the time of or in
connection with the development of the Intellectual
Property, (ii) applicable laws and regulations, and
(iii) the legal rights and entitlements of others.
B. Should Subsidiary, in the course of its business,
develop and have available Intellectual Property, it will
make such Intellectual Property available to Entergy
Nuclear, Inc. for marketing by Entergy Nuclear, Inc. or
other subsidiaries of Entergy Nuclear, Inc. to Non-
Affiliates or for other utilization by Entergy Nuclear, Inc.
without charge (except for the actual expenses incurred by
Subsidiary in making the same available to Entergy Nuclear,
Inc.) upon issuance of a Service Request therefor; provided,
however, that such availability shall be dependent upon and
subject to (i) any contractual commitments of Subsidiary to
Non-Affiliates as may be entered into at the time of or in
connection with the development of the Intellectual
Property, (ii) applicable laws and regulations, and
(iii) the legal rights and entitlements of others.
C. Any applicable restrictions on disclosure,
reproduction, or use of Intellectual Property made available
pursuant to this Article 5 shall be set forth in the
applicable Service Request.
6. Compensation of Service Company.
As compensation for Services actually requested by the
Requesting Company and rendered to the Requesting Company by
Service Company, the Requesting Company hereby agrees to pay
to Service Company all direct and indirect costs of any such
Services, computed in accordance with applicable rules and
regulations (including, but not limited to, Rules 90 and 91)
under the Act and appropriate accounting standards. Bills
will be rendered to the Requesting Company for the amount of
such costs on or before the 20th day of the succeeding month
and will be payable by the Requesting Company on or before
the 60th day thereafter. Cost of Services to be allocated
to and paid by the Requesting Company shall include all
direct charges and the Requesting Company's pro rata share
of certain of Service Company's indirect costs, determined
as outlined on Exhibit I attached hereto and incorporated
herein by reference.
7. Service Request.
The Services will be performed in accordance with
Service Requests issued or made by or on behalf of
Requesting Company and accepted in writing by Service
Company, and all Services will be assigned an applicable
Service Request number to enable specific Services to be
properly allocated by project or other appropriate basis.
Service Requests shall be as specific as practicable in
defining the Services requested to be performed and shall
set forth the scope and duration of the Services to be
performed pursuant to the Service Request. A sample form
for a Service Request is attached hereto as Exhibit II. The
Requesting Company shall have the right from time to time to
amend, alter or rescind any Service Request by issuance of a
change order or amendment, provided that (i) any such change
order or amendment is agreed to in writing by Service
Company, (ii) the costs for the Services covered by the
Service Request will include any expense incurred by Service
Company as a direct result of such change order or
amendment, and (iii) no such change order or amendment will
release the Requesting Company from liability for all such
costs already incurred or contracted for by Service Company
pursuant to the Service Request, regardless of whether the
Services associated with such costs have been completed.
8. Limitation of Liability and Indemnification.
A. In performing the Services hereunder (except to
the extent such Services are being performed by employees
loaned to and under the supervision of the Requesting
Company), Service Company will exercise due care to assure
that the Services are performed in an appropriate manner,
meet the standards and specifications set forth in the
applicable Service Request with respect to such Services,
and comply with applicable standards of law and regulation.
However, failure to meet these obligations shall in no event
subject Service Company to any claims by or liabilities to
Requesting Company or any of Requesting Company's employees,
agents, contractors, subcontractors, or direct or indirect
clients other than to reperform the Services and be
reimbursed at cost for such reperformance. Service Company
makes no other warranty with respect to its performance of
the Services, and Requesting Company agrees to accept such
Services without further warranty of any nature.
B. To the fullest extent allowed by law and without
limiting or affecting the indemnity applicable to loaned
employees as stated in Article 4, Requesting Company shall
and does hereby indemnify and agree to save harmless and
defend Service Company, its agents and employees from
liabilities, taxes, losses, obligations, claims, damages,
penalties, causes of action, suits, costs and expenses or
judgments of any nature, on account of, or resulting from
the performance and prosecution of any Services performed on
behalf of Requesting Company pursuant to this Agreement,
whether or not the same results or allegedly results from
the claimed or actual negligence or breach of warranty of,
or willful conduct by, Service Company or any of its
employees, agents, clients, or contractors or its or their
subcontractors or any combination thereof.
9. Special Nuclear Services Provisions.
A. Both parties shall comply with the provisions of
10 C.F.R. Part 21, "Reporting of Defects and Noncompliance."
Should the Service Company notify the Nuclear Regulatory
Commission concerning defects or noncompliance covered by
10 C.F.R. Part 21 related to Services under a Service
Request, concurrent written notification shall be made to
the Requesting Company's representative at the address shown
in the applicable Service Request. The Service Company
shall also, by immediate verbal contact, advise the
Requesting Company's representative of any existing or
potential problem or deficiency that is discovered by or
otherwise becomes known to the Service Company, whether or
not such problem or deficiency is related to Services
performed under this Agreement.
B. If a Service Request covers Services identified by
the Requesting Company as safety related, the appropriate
quality assurance program, either the Service Company's or
the Requesting Company's, shall be identified in
paragraph 1, Scope of Services, of the applicable Service
Request, and the applicable quality assurance requirements
shall be referenced in and made a part of the Service
Request.
C. In the event that either party should become aware
of or come into possession of Safeguards Information
relative to the nuclear business operations of the other
party during performance of Services under this Agreement,
the parties agree to control and protect this information in
accordance with 10 C.F.R. 73.21, as explained in NUREG-0794.
In the event either party has reason to believe that
Safeguards Information has been lost, stolen or compromised,
such party shall immediately notify the other party.
10. Miscellaneous.
This Agreement shall be binding upon Entergy Nuclear,
Inc., Subsidiary, and the successors and assigns of either
of them, provided that neither party shall be entitled to
assign or subcontract out any of its obligations under this
Agreement or under any Service Request issued hereunder
without the prior written approval of the other party. This
Agreement may be executed in counterparts, each one of which
when fully executed shall be deemed to have the same
dignity, force and effect as an original. No provision of
this Agreement shall be deemed waived nor breach of this
Agreement consented to unless such waiver or consent is set
forth in writing and executed by the party hereto making
such waiver or consent. If any clause or term of this
Agreement is determined by a court to be illegal or void,
the remaining provisions of this Agreement shall be enforced
as if the Agreement did not contain such void clause or
term. This Agreement has been negotiated and executed in
and shall be governed and construed in accordance with the
internal laws of the State of Mississippi.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in their respective corporate names by
their respective Presidents or one of their respective Vice
Presidents and their respective seals to be hereunto affixed and
attested by their respective Secretaries or one of their
respective Assistant Secretaries as of the day and year set forth
above.
ENTERGY NUCLEAR, INC.
ATTEST:
____________________________ By:___________________________
President
_______________________________________
A Subsidiary of Entergy Nuclear, Inc.
ATTEST:
____________________________ By:___________________________
President
<PAGE>
EXHIBIT I
ENTERGY NUCLEAR, INC.
AND
ENTERGY NUCLEAR, INC. SUBSIDIARIES
ACCOUNTING PROCEDURES
INTRODUCTION
Entergy Nuclear, Inc. (ENI) was formed to manage and operate
nuclear units for non-affiliated Owners outside of the Entergy
system. In addition to accounting for its own costs, ENI will be
responsible for billing the appropriate non-affiliated Owners for
the costs of any services provided by ENI, Entergy Operations,
Inc. (EOI) or Entergy Services, Inc. (ESI) to the non-affiliated
nuclear units. ENI will account for and bill any services it or
its subsidiaries provide to EOI. ENI will also account for the
management fees and/or incentive compensation earned from
operating nuclear units for non-affiliated Owners. ENI will
maintain the supporting documentation and provide the accounting
distribution needed to meet the regulatory requirements for
Entergy and the non-affiliated Owners. The following sections
describe the Accounting Systems, costs and allocation processes
to be utilized by ENI.
ACCOUNTING SYSTEMS
ENI will record all operating and administrative costs in
accordance with the Public Utility Holding Company Act of 1935
and the rules and regulations and orders thereunder. Accounting
records and data will be provided to the non-affiliated Owners
and EOI in such form and detail as required to allow them to
record the respective costs related to their nuclear units in
accordance with the Uniform System of Accounts prescribed for
public utilities by the Federal Energy Regulatory Commission and
their respective accounting policies. Records will be maintained
for each department and section within ENI to allow for the
identification and tracking of costs. Attachment 1 lists the
Accounting Cost Codes to be utilized for expense projects.
All operation, maintenance, administrative and general costs
will be recorded utilizing department codes and location numbers
to denote specific units and cost responsibility centers.
ENI's accounting records will use a department code such as
the following on all accounts to separate and identify costs
related to specific nuclear units.
Dept.Code Nuclear Unit
A ABC - Unit 1
B ABC - Unit 2
E ENI
F EOI
Accounting systems will accumulate the source charges
associated with each unit, as required. These systems will
provide each non-affiliated Owner and EOI the required accounting
and billing data to properly record their respective expenses
each month through their respective general accounting systems.
The following systems will be utilized:
(1) Payroll System (PR)
(2) Accounts Payable System (A/P)
(3) Materials & Supplies/Accounts Payable System (M&S)
(4) General Accounting System (GA)
The following is a brief discussion of each accounting
system.
Payroll (PR) - The payroll database computer files for all
applicable employees will be maintained in the payroll system. A
separate payroll bank account will be maintained for corporate
office personnel located in ENI's headquarters.
Accounts Payable (AP) - Payments are generated through the
accounts payable system from two sources. Payments related to
materials and supplies inventory are handled through the purchase
order system. This system generates a pay document in the
accounts payable system for payment. All other payments are
manually coded on accounts payable vouchers and are then entered
into the system for payment.
Materials & Supplies (M&S) - The materials information
system incorporates both the inventory record keeping function
and the accounts payable function related to materials and
supplies inventory. The accounts payable function was discussed
above. Records relating to materials and supplies inventories
are maintained in a separate materials information system
database computer file for each nuclear plant storeroom, as
required.
General Accounting (GA) - All applicable costs will be
accumulated in the general accounting system. The costs
originate from four source accounting systems: payroll, accounts
payable, materials information system and journal entries. All
costs related to each unit will be accumulated in the general
accounting system through these sources. Cost specifically
related to each unit will be identified and separated in the
system. This billing data will be transferred to EOI or the
appropriate non-affiliated Owner, as required. The general
accounting system provides the actual data needed for budget
comparison reports.
Shared Services - ENI may request management, engineering,
administrative, technical or other nuclear services from EOI.
ENI personnel may also provide these same types of services when
requested by EOI. All such services will be billed, at cost,
through either the ENI or EOI billing process, as applicable.
Cost to be reimbursed include actual direct costs plus a portion
of actual indirect costs such as payroll taxes, benefits, etc.
ENI may request such services on behalf of any or all of the
nuclear units which it operates. Costs will be maintained in
separate cost work orders for each work request and will be
charged to the appropriate nuclear unit. These costs will
subsequently be reimbursed by the appropriate non-affiliated
Owner or System Nuclear Owner.
COST ALLOCATION AND BILLING
All applicable costs related to each nuclear unit will be
accumulated in the general accounting system utilizing the
various source accounting systems. All cash disbursements will
be processed through the accounts payable and payroll source
accounting systems. As source documents are prepared to be
recorded in these systems, they will be coded with an expense
work order number that identifies the costs as follows:
(1) Costs directly related to a specific unit, or
(2) Costs that must be allocated between or among the
units.
To the extent possible, all operating and maintenance costs
will be directly coded and charged to the specific unit to which
they directly relate. An example of these direct costs is an EOI
employee loaned to a specific plant. The majority of all costs
incurred by or billed through ENI will be directly charged to a
specific unit using department and location codes to separate and
identify the costs. Some costs, primarily administrative and
general expenses, relate to functions which benefit more than one
unit. These costs will be allocated between or among the
appropriate units. An example of this type of cost would be
Business Services activities. The costs incurred by this section
are on behalf of the employees at each of the units and at the
ENI Corporate office. Therefore, these costs might be allocated
based on the number of sites. Each of these types of costs must
be analyzed to determine the most reasonable and equitable method
of allocation. The following cost allocation methods will be
utilized for allocating those costs that benefit multiple nuclear
units:
Method Description
1 Direct Charge - 100% Unit Specific
2 Number of Plant Sites (e.g., 25% Unit #1,
25% Unit #2, 25% Unit #3, 25% Unit #4)
3 Number of PWRs
4 Number of BWRs
5 Number of Employees (calculation to be
updated quarterly)
6 Allocation Based on Manhour Study
(study/calculation to be updated at least
annually)
All costs will be properly documented with supporting
employee time sheet, expense account, materials ticket, invoice
or other source document. Each source document will be coded
with an expense work order number that is directly assignable to
a specific unit (Method #1 above) or uses one of the other
methods above to allocate the costs. All corporate or general
office charges that are to be allocated will be coded with an
expense work order number. The appropriate allocation method
will be included in the billing process for each expense work
order. As necessary, but at least annually, the allocation
methods currently utilized to allocate any portion of costs will
be reviewed to determine if they are appropriate. Any manhour
studies will also be reviewed and updated at least annually to
support cost allocations. ENI will review and maintain copies of
all studies supporting any cost allocations. ENI will also be
responsible for utilizing the studies and actually allocating
appropriate costs between units for billing and accounting
purposes. Any changes in allocation method (e.g., changing from
Method #2 to Method #3) utilized to allocate costs will be
reviewed with the non-affiliated Owners for their concurrence
prior to implementation of the new method. Changes and/or new
allocation methods may be recommended at any time subject to any
necessary SEC and other appropriate regulatory approvals.
Several allocation methods listed above require calculations
based on variables (e.g., number of employees). These
calculations will be updated as necessary.
The discussion below outlines the operating cost reporting
methods to be used for each type cost.
Payroll - For an employee assigned specifically to one unit,
charges will be made directly to that unit. If an employee is
not assigned specifically to one unit but his work benefits one
unit, charges will be made directly to the unit receiving the
benefit. If an employee is not assigned to one unit and his work
benefits more than one unit, charges will be allocated among the
benefited units based on one of the approved allocation methods.
For charges made directly to one unit, the time sheet will be
documented as to when the work was done and what work was
performed.
Employee Benefits - Employee benefits will be charged to
units each month based on the actual direct payroll that was
charged during that month.
M&S - Expenses that are unique to one unit will be charged
directly to that plant. Any expenses that benefit more than one
unit will be allocated in a manner that is reasonable and
equitable to all plants and which most closely approximates the
type of service to be rendered. The M&S Ticket will be
documented as to the purpose and need of the M&S and will include
the expense work order which has an assigned allocation method.
Transportation - Mileage that directly benefits one unit
will be charged directly to that unit. Mileage that benefits
more than one unit will be allocated to those units in a manner
that is reasonable and equitable to all units and which most
closely approximates the type of service to be rendered. The
purpose of each trip will be stated on each mileage report and
will include the expense work order which has an assigned
allocation method.
Legal Fees - Any legal expense that benefits one unit will
be charged directly to that unit. Legal expenses that benefit
more than one unit will be allocated to the units receiving the
benefit in a manner that is reasonable and equitable to all
plants and which most closely approximates the type of service to
be rendered. If the description of the legal service on the
invoice does not give enough details of the charge to clearly
identify the unit or units receiving the benefit, then a note
explaining the allocation of the charge will be entered on the
invoice.
Entergy Operations, Inc. (EOI) Charges - EOI charges that
benefit one unit will be charged directly to that unit. EOI
charges that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. When a work order is requested,
the site requesting the work order will notify ENI Corporate
personnel in writing of the work order number, a description of
the services to be provided by EOI, the account distribution and
how the allocation method was determined.
Entergy Services, Inc. (ESI) Charges - ESI charges that
benefit one unit will be charged directly to that unit. ESI
charges that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. When a work order is requested,
the person requesting the work order will notify ENI Corporate
personnel in writing of the work order number, a description of
the services to be provided by ESI, the account distribution and
how the allocation method was determined.
Professional Services - Professional services that benefit
one unit will be charged directly to that unit. Services that
benefit more than one unit will be allocated to the units
receiving the benefits in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Each invoice will be documented
as to the nature of the work performed and will include the
expense work order which has an assigned allocation method.
Injuries & Damages - Injuries and damages will be charged in
the same manner the injured employee's payroll is charged. A
statement about how any allocation of any charge was determined
will be noted on the invoice or disbursement order.
Regulatory Commission - Whenever possible, regulatory
commission expenses will be charged directly to the unit
receiving the benefit. When these costs are allocated,
sufficient documentation will be entered on the invoice stating
how the allocation was determined.
Moving Expenses - Moving expenses will be charged in the
same manner the employee's payroll is charged. Detail will be
provided on the expense account or invoice explaining the
charges.
Employee Expenses - Expenses that can be identified with a
specific unit will be charged directly to that unit. Other
expenses will be allocated in the same manner as the employee's
payroll. Documentation will be provided on the expense account
showing the nature and purpose of the expense and the expense
work order which has an assigned allocation method.
Personal Car Mileage - Mileage that can be identified with a
specific unit will be charged directly to that unit. Other
charges will be allocated in the same manner as the employee's
payroll. Documentation will be provided on the car mileage form
stating the nature and purpose of the trip and will include the
expense work order which has an assigned allocation method.
Rentals - Rental of buildings or equipment that benefits one
unit will be charged directly to that unit. Rentals that benefit
more than one unit will be allocated to the units receiving the
benefit in a manner that is reasonable and equitable to all units
and which most closely approximates the type of service to be
rendered. The expense work order, which has an assigned
allocation method, will be provided on the invoice.
Office Supplies - Supplies that benefit one unit will be
charged directly to that unit. Supplies that benefit more than
one unit will be allocated to the units receiving the benefit in
a manner that is reasonable and equitable to all units and which
most closely approximates the type of service to be rendered.
The expense work order which has an assigned allocation method,
will be entered on the invoice.
Temporary Services - Temporary services will be allocated in
the same manner an employee's payroll would be allocated. The
expense work order which has an assigned allocation method, will
be stated on the invoice.
Communications Expense - Communications expense for each
employee will be allocated to each unit in a manner that is
reasonable and equitable to all plants and which most closely
approximates the type of service to be rendered. Each department
will keep a record of these percentages and notify the
Telecommunications Department in writing of the correct
percentage.
Postage and Freight - Freight for moving vans will be
allocated in the same manner the employee's payroll is allocated.
Postage and other freight that can be identified with a specific
unit will be charged directly to that unit. Postage and other
freight that benefits more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. The expense work order, which
has an assigned allocation method, will be noted on the invoice.
Contract Work - Contract work that can be identified with a
specific unit will be charged directly to that unit. Contract
work that benefits more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of services received will be stated on the invoice and will
include the expense work order which has an assigned allocation
method.
Miscellaneous General Expenses - Miscellaneous general
expenses that can be identified with a specific unit will be
charged directly to that unit. Miscellaneous general expenses
that benefit more than one unit will be allocated to the units
receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of the expense will be noted on the invoice and will include the
expense work order which has an assigned allocation method.
Other Expenses - Other expenses that can be identified with
a specific unit will be charged directly to that unit. Other
expenses that benefit more than one unit will be allocated to the
units receiving the benefit in a manner that is reasonable and
equitable to all units and which most closely approximates the
type of service to be rendered. Documentation stating the nature
of the expense will be noted on the invoice and will include the
expense work order which has an assigned allocation method.
CASH FUNDING
The general accounting system will generate a detailed
billing at the end of each month by unit for each non-affiliated
Owner and EOI on an accrual basis and will also generate the
monthly cash funding requirements for each company. Cash funding
requirements are generated from three sources in the accounting
system: payroll, accounts payable and journal entries. Billing
data from the payroll system will include employee name, number,
account distribution, department/unit code, total amount and
allocated amount. The accounts payable data will include check
number, date, vendor name, department/unit code, account
distribution, total amount and allocated amount. Manual journal
entries will be utilized to record miscellaneous items, correct
previous errors, etc., as required.
The non-affiliated Owners and EOI will fund ENI's actual
costs at least monthly, or on some other predetermined basis.
ENI will provide the non-affiliated Owners and EOI a detailed
billing statement on or before the 20th day of the succeeding
month. All amounts billed will be payable by the non-affiliated
Owners or EOI on or before the 60th day thereafter. Attachment 2
shows an example of a format for the billings.
<PAGE>
ATTACHMENT 1
ENTERGY NUCLEAR, INC.
ACCOUNTING COST CODES
EXPENSE PROJECT
ENI Cost Code A-BBB-CCC.CCC-DDDDD-EEE
A = Department/unit code
B = 3 digit location/cost responsibility center code
C = Account number
D = 5 digit expense work order number
E - 3 digit type cost code
EXAMPLE: B-111-921.000-89900-210
B = ABC - Unit 2
111 = General Accounting Section
921.000 = Account Number - Office Supplies & Expense
89900 = 5 digit expense work order number
210 = Type cost code - Travel & Living Expense
<PAGE>
ATTACHMENT 2
Page 1 of 3
ENTERGY NUCLEAR, INC.
BILLING FORMAT
SUMMARY BILLING SCHEDULES
ABC Plant
Department Unit Total Payroll A/P Other
A 1 $1,100 $1,000 $100 $ --
B 2 1,090 900 200 (10)
Total $2,190 $1,900 $300 $ (10)
EOI
Department Unit Total Payroll A/P Other
F 3 $860 $700 $150 $ 10
<PAGE>
ATTACHMENT 2
Page 2 of 3
ENTERGY NUCLEAR, INC.
BILLING FORMAT
DETAILED BILLING SCHEDULES
PAYROLL
Allocated Total
Employee Number Account Department Amount Amount
John Doe 12345 920 A $1,000 $1,000
June Doe 12346 920 B 900 900
Jack Doe 12348 524 F 700 700
$2,600
Total A ABC - Unit 1 $1,000
Total B ABC - Unit 2 900
Total F EOI 700
$ 2,600
ACCOUNTS PAYABLE (A/P)
Allocated Total
Date Check No. Vendor Department Account Amount Amount
01/15/89 01234 XYZ Company A 524 $100 $100
01/20/89 01235 Nuc. Vendor B 524 200 350
01/20/89 01235 Nuc. Vendor F 524 150 350
Total $450
Total A ABC - Unit 1 $100
Total B ABC - Unit 2 200
Total F EOI 150
$450
<PAGE>
ATTACHMENT 2
Page 3 of 3
ENTERGY NUCLEAR, INC.
BILLING FORMAT
DETAILED BILLING SCHEDULES
OTHER
Date J/E No. Source Department Account Amount
01/31/88 01-30 P/R Correction B 920 (10)
01/31/88 01-31 A/P Correction F 524 10
$ 0
Total B ABC - Unit 2 (10)
Total F EOI 10
$ 0
<PAGE>
EXHIBIT II
TO
SUBSIDIARY SHARED SERVICES AGREEMENT
Service Request No. _________
Effective Date ___/___/___
This Service Request is issued pursuant to the Agreement
effective ____________, 199___, between Entergy Nuclear, Inc. and
_________________________ ("Subsidiary").
1. Scope of Services
____________________ ("Service Company") shall provide
the following services, loaned employees, or items to
_________________ ("Requesting Company"): [Specify whether
services are safety related; reference any applicable QA
requirements.] .
2. Schedule
The foregoing services, loaned employees or items shall
be provided by Service Company in accordance with the following
schedule:
3. Project Managers
The following representatives are designated by Service
Company and Requesting Company, respectively, for liaison
regarding this Service Request between the parties:
Service Company __________________________
Requesting Company _______________________
4. Plant and Facility Designation
The services to be performed by Service Company are for
or in connection with ____________________ owned by
.
5. Documentation Requirements
Service Company shall provide the following
documentation in connection with performance of the services
under this Service Request.
(Include as applicable.)
6. Terms and Conditions
This Service Request, the performance of the services
described herein, and the rights and obligations of the parties
with respect thereto are governed by the Agreement between the
parties effective _______________, 199___.
Accepted and Agreed to:
______________________________ ______________________________
By____________________________ By____________________________
Title_________________________ Title_________________________
Date__________________________ Date__________________________
Exhibit H
[FORM OF NOTICE OF PROPOSED TRANSACTIONS]
Entergy Corporation (70-_______)
Entergy Corporation ("Entergy"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, a registered holding company, and two
of its wholly-owned subsidiaries, Entergy Operations, Inc.
("Entergy Operations"), Echelon One, 1340 Echelon Parkway,
Jackson, Mississippi 39213 and Entergy Services, Inc. ("Entergy
Services"), 639 Loyola Avenue, New Orleans, Louisiana 70113,
have filed an Application-Declaration under Sections 6(a), 7,
9(a), 10 and 13 of the Public Utility Holding Company Act of 1935
(the "Act") and Rules 45(b)(1), 86-91, 93 and 94 thereunder.
Entergy, Entergy Operations and Entergy Services are hereinafter
collectively referred to as the "Applicants."
The Applicants seek authorization (to the extent not
previously authorized or exempted) to allow (1) Entergy to
organize and acquire all the common stock of a new subsidiary
named Entergy Nuclear, Inc. ("Entergy Nuclear"), which will serve
as a holding company for one or more wholly-owned special purpose
companies ("Subsidiaries"); (2) Entergy Services and Entergy
Nuclear to enter into a service agreement pursuant to which
Entergy Services may provide certain administrative and other
support services to Entergy Nuclear; (3) Entergy Operations and
Entergy Nuclear to enter into a shared service agreement pursuant
to which they may provide to each other certain reciprocal
nuclear-related services, including the sharing and/or loaning of
personnel; and (4) Entergy Nuclear and each Subsidiary to enter
into a separate shared service agreement pursuant to which the
parties may provide to each other certain reciprocal nuclear-
related services, including the sharing and/or loaning of
personnel.
The Applicants are proposing these transactions to enable
Entergy Nuclear, directly or through its Subsidiaries, to provide
nuclear plant operations, management and other nuclear-related
services and products to domestic and foreign companies not
affiliated with Entergy ("Non-affiliates"). All such nuclear-
related services and any related products would be provided to
Non-affiliates at market prices. The Applicants state that
neither Entergy Nuclear nor any of the Subsidiaries will
undertake activities, without obtaining the approval of the
Commission, if, as a result of such activities, Entergy Nuclear
or the Subsidiary would be or become a public utility company as
defined in Section 2(a)(5) of the Act.
Entergy Services proposes to enter into an agreement with
Entergy Nuclear whereby Entergy Services may provide to Entergy
Nuclear certain administrative and support services for Entergy
Nuclear that will enable Entergy Nuclear, in turn, to provide
such services to the Subsidiaries. All costs for such
administrative and support services obtained from Entergy
Services will be allocated in accordance with Rules 90 and 91.
Entergy Operations proposes to enter into an agreement with
Entergy Nuclear whereby Entergy Operations will provide to
Entergy Nuclear certain services and products related to nuclear
business operations, including without limitation the sharing
and/or loaning of personnel, as necessary and as available, that
will enable Entergy Nuclear, in turn, to provide to the
Subsidiaries the nuclear-related services and products. The
agreement between Entergy Operations and Entergy Nuclear will
also include reciprocal provisions regarding Entergy Nuclear's
provision to Entergy Operations of certain services and products
related to nuclear business operations, including without
limitation the sharing and/or loaning of personnel, as necessary,
depending on the availability of the requested personnel. All
costs for such reciprocal nuclear services as may be provided
will be provided on an as-needed basis and at allocated costs
determined in accordance with Rules 90 and 91.
The Applicants further propose that Entergy Nuclear may also
provide certain nuclear-related services and products and
administrative and support services to each of the Subsidiaries
pursuant to a separate agreement with each such Subsidiary. Each
such agreement will provide for the reciprocal provision of
services related to nuclear business operations by the Subsidiary
to Entergy Nuclear. Services provided by either Entergy Nuclear
or the Subsidiary may involve, from time to time, the sharing
and/or loaning of personnel, as necessary and as available.
These reciprocal nuclear-related services and the administrative
and support services as may be provided will be provided on an as-
needed basis and in accordance with Rules 90 and 91.
In order to coordinate corporate oversight and control over
Entergy's nuclear operation and management companies, the
Applicants propose that the Executive Vice President and Chief
Nuclear Officer of Entergy, who is presently serving as the Chief
Executive Officer and President of Entergy Operations, also serve
as the Chief Executive Officer of Entergy Nuclear. Such
coordinated corporate oversight would be with the intent to
assure that the Entergy Systems' nuclear operation and management
activities are coordinated, are consistent and result in benefits
that can be derived from diversity and depth of nuclear power
talent. The Applicants state that such coordinated oversight and
control will be with the intent to assure that the sharing and/or
loaning of the nuclear personnel between Entergy Operations and
Entergy Nuclear and between Entergy Nuclear and the Subsidiaries
will not adversely impact Entergy's regulated domestic utility
businesses.
Entergy requests authority (to the extent not previously
authorized or exempted) to make investments in Entergy Nuclear,
at one time or from time to time, up to an aggregate amount of
$10,000,000 outstanding at any one time through December 31,
2000, in connection with financing Entergy Nuclear's working
capital, its activities, including the formation and
capitalization of the Subsidiaries by Entergy Nuclear, and for
other corporate purposes and for Entergy Nuclear to make
investments into its Subsidiaries. Entergy proposes that its
investments in Entergy Nuclear and Entergy Nuclear's investments
in its Subsidiaries may take the form of (1) purchase of common
stock, (2) capital contributions and open accounts, (3) loans,
(4) guarantees of securities or other obligations, or (5) any
combination thereof. Authorization is also requested to allow
Entergy Nuclear to make other extensions of credit or enter into
co-suretyship or other indemnity arrangements, relating to the
securities or other obligations of its Subsidiaries.
