UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
CERTIFICATE PURSUANT
Arkansas Power & Light Company TO RULE 24
File No. 70-8001
Public Utility Holding Company
Act of 1935
Arkansas Power & Light Company Louisiana Power & Light Company
425 West Capitol Avenue 639 Loyola Avenue
Little Rock, Arkansas 72201 New Orleans, Louisiana 70113
Mississippi Power & Light Company New Orleans Public Service Inc.
308 East Pearl Street 639 Loyola Avenue
Jackson, Mississippi 39201 New Orleans, Louisiana 70113
System Fuels, Inc.
350 Pine Street
Beaumont, Texas 77701
This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that
certain of the transactions proposed by Arkansas Power & Light
Company ("AP&L") in the Application-Declaration on form U-1 in
the above file, as amended, have been executed during the third
quarter 1995 in accordance with the terms and conditions of, and
for the purposes represented by, the Application-Declaration and
pursuant to the order of the Securities and Exchange Commission
("Commission") with respect thereto dated June 13, 1995 (Release
No. 70-8001).
<PAGE>
The following table describes the transactions that
have been executed by Arkansas Power & Light ("AP&L") during the
third quarter 1995.
Date Expiration Number of Rent
Transaction/Party Executed Date Railcars Railcar/Mo.
Subleases
Wisconsin P&L Company 09/01/95 10/31/95 115 $450
Union Pacific RR Company 09/26/95 12/31/95 575 $500
National Car Systems 09/21/95 04/30/96 120 $275
Kerr McGee Coal 08/31/95 30-days 110 $340
notice
Gulf States Utilities 09/19/95 12/01/95 125 $529
Assignment
Helm Financial Corp. 08/04/95 07/01/98 587 No further
payment
obligations
after partial
rent payment
due 01/01/96
Exhibits and Financial Statements
Leases: All executed leases are similar to the Master Railcar
Lease submitted for reference. Unless provisions are
significantly revised, the Master Railcar Lease will be
filed with this Certificate only.
Assignments: The Helm Financial Corporation assignment is
submitted for reference.
<PAGE>
IN WITNESS WHEREOF, Arkansas Power & Light Company has
caused this certificate to be executed this 10th day of January
1996.
Arkansas Power & Light Company
Louisiana Power & Light Company
Mississippi Power & Light Company
New Orleans Public Service Inc.
By:
William J. Regan, Jr.
Vice President and Treasurer
System Fuels, Inc.
By:
William J. Regan, Jr.
Vice President, Treasurer and
Assistant Secretart
RAILCAR LEASE AGREEMENT NO.
ARKANSAS POWER & LIGHT COMPANY (AP&L) leases to LESSEE and
LESSEE rents from AP&L the equipment listed below or, if
separately scheduled, in the schedule hereto annexed, marked
Schedule "A", and made a part hereof, all of which, together with
any replacement parts, additions, repairs and accessories are
collectively referred to as "Units".
LESSEE: National Car Systems, Inc.
ADDRESS: 222 West Gregory, #231,
Kansas City, MO 64114-1127
PERSON TO CONTACT: Gary L. Vontz
TELEPHONE NUMBER: (816) 444-6663
TELECOPY NUMBER: (816) 444-6663
AP&L: Arkansas Power & Light Company
c/o Entergy Services, Inc.
ADDRESS: P. O. Box 2951
Beaumont, Texas 77704
PERSON TO CONTACT: Roy A. Giangrosso
TELEPHONE NUMBER: (409) 827-5122
TELECOPY NUMBER: (409) 827-5292
I. TERM: (As defined in Schedule A).
The LEASE shall commence on the date of acceptance of such
Units by LESSEE (the "Commencement Date") at the Designated Point
of Interchange ("DPOI") and shall continue through the date the
Units are returned to AP&L. Notwithstanding the expiration or
earlier termination of this LEASE, the obligations of the LESSEE
shall continue in effect with regard to all Units until returned
to the possession of AP&L as represented by joint inspection, per
Section IV, Part A.
LESSEE shall have the right to request one or more
extensions of the LEASE. Requests for extension must be in
writing and must be received by AP&L prior to the fifth (5th)
working day of the month preceding the month in which the LEASE
would otherwise have expired. Extensions shall be granted at
AP&L's sole discretion and only upon its written consent.
II. RENT: (As defined in Schedule A).
Rent shall commence on the date the Units are accepted by
LESSEE and shall be due each month in advance. If such payment
period is less than one full month, rent shall be payable on a
pro rata daily charge, calculated by dividing the monthly rent by
30 and multiplying the result by the number of days in LESSEE's
service. If any Unit(s) is damaged or destroyed while in
LESSEE's service, rent shall continue unless and until AP&L
receives the Settlement Value as defined in Association of
American Railroads ("AAR") Interchange Rule 107.
All rent shall be paid to AP&L at the address herein
specified or as otherwise specified by AP&L in writing. Payments
are considered made when received.
On or before the first (1st) working day of each month, AP&L
shall render to LESSEE a monthly invoice for the Units. LESSEE
shall pay such invoice within seven (7) working days from receipt
of such invoice. Payments shall be sent by wire transfer to AP&L
as follows: Hibernia National Bank in New Orleans, LA, Account
#812329537, ABA #065000090, unless AP&L advises LESSEE in writing
to send payments to another address. If any rent or other amount
required to be paid to AP&L hereunder is not paid within seven
(7) working days from receipt of the invoice, LESSEE shall pay to
AP&L on demand the lesser of 1 1/2 % of such late payment for
each month or part thereof from the due date until paid, or, the
maximum amount allowed by law.
III. DISCLAIMER OF WARRANTIES: AP&L makes no warranty, express
or implied, as to the condition of the Units, the conformity of
the Units to LESSEE's requirements or its supplier's
specifications, and/or the capabilities of any Unit or fitness
for any particular purpose. As to AP&L, LESSEE leases the Units
and takes such "AS IS".
IV. ACCEPTANCE, DELIVERY & RETURN OF UNITS:
A. ACCEPTANCE: Each of the Units shall be subject to
joint inspections upon delivery and return. Failure to report
any defect in the Units in writing at such inspections shall
constitute acceptance thereof by the parties hereunder and shall
be conclusive evidence of the condition of such Units for the
purposes of the LEASE.
B. DELIVERY & RETURN: AP&L agrees to deliver to LESSEE
the Units, all charges prepaid, and LESSEE agrees to accept the
Units, all charges prepaid, at the DPOI, and LESSEE agrees to
return the Units to AP&L, all charges prepaid, at the agreed upon
place of return, both of which shall be on the AP&L normal route-
of-movement free of any cargo or residue.
Upon the expiration or termination of this LEASE, or upon
demand therefor by AP&L pursuant to this LEASE, LESSEE, unless
otherwise directed, will immediately ship the Units in accordance
with the provisions of Section IV hereof, in as good condition as
received, normal wear and tear excepted. LESSEE shall be
responsible for the rent on each Unit until the inspection and
acceptance. Joint inspection shall be performed no later than
(5) five business days after physical receipt of the Units.
C. MOVEMENT CHARGES: LESSEE shall be responsible for the
costs of movement of the Units under Section IV.
V. APPLICABLE LAW; ENTIRE AGREEMENT; SEVERABILITY: This LEASE
shall be interpreted, construed and enforced in accordance with
the laws of the State of Arkansas. This LEASE constitutes the
entire agreement between the parties hereto, and no
representations, oral or written, shall constitute an amendment
unless signed in writing by an officer of both parties.
LESSEE authorizes AP&L to insert on Schedule A of this
LEASE, reporting marks and/or other identification data, or
descriptions of the Units so accepted by joint inspection by the
parties hereto and AP&L agrees to promptly provide LESSEE with a
copy of such insertion.
AP&L shall not be liable for any loss of or damage to
commodities, or any part thereof, loaded or shipped in the Units,
and LESSEE agrees to assume financial responsibility for, to
indemnify and to save AP&L harmless from any such loss or damage.
Nothing herein contained shall give or convey to LESSEE any
right, title or property interest in and to the Units, except as
LESSEE.
VI. INSPECTION, MARKING: LESSEE shall make the Units available
for inspection by AP&L's representatives during LESSEE's normal
business hours, and shall make LESSEE's log, maintenance and
other records pertaining to the Units available for inspection
and duplication by AP&L's representatives. LESSEE shall not
modify or stencil any Unit(s) or apply other markings.
VII. USE: LESSEE agrees that Units will be operated and used
exclusively in LESSEE'S business for the transportation of coal
within the contiguous boundaries of the U.S. All Units will be
operated by competent and qualified personnel only and in
accordance with applicable operating industry standards and
practices, laws, government regulations and applicable insurance
policies. LESSEE convenants that it shall adhere to all rules
and regulations of the Association of American Railroads ("AAR")
and all state and federal regulations for the duration of this
Agreement.
VIII. MAINTENANCE: LESSEE shall not misuse or abuse the
Units, and shall at its expense repair or replace the Units to
the extent of any misuse or abuse. If any Unit is damaged or
destroyed while under LESSEE's control and possession, the LESSEE
shall pay for the repairs of such Unit or pay the "Settlement
Value" as defined in AAR Rule 107.
AP&L shall maintain the Units during the term of the LEASE
as required by AAR Interchange Rules and Federal Railroad
Administration ("FRA") regulations. AP&L shall be responsible
for all maintenance charges and/or costs not the responsibility
of LESSEE under the LEASE.
IX. GENERAL INDEMNITY: LESSEE shall defend, indemnify and hold
AP&L harmless from and against any and all claims, actions,
damage, obligations, liabilities, liens, and expenses, including
but not limited to legal fees incurred by AP&L, arising out of or
in connection with LESSEE's use or return of the Units during the
term of this lease, regardless of whether any acts, omissions or
negligence of AP&L contributed thereto, except when the Units are
in the Watco Shop or covered by Watco indemnification or
insurance for the benefit of the AP&L, or in any other shop if
prior approval is given by AP&L and that shop provides
indemnification or insurance to AP&L. LESSEE agrees that, upon
written notice by AP&L of the assertion of any claim, action,
damage, obligation, liability or lien, LESSEE shall, at AP&L's
request, assume the full responsibility for defense thereof. If
LESSEE fails to assume the defense of such claim or suit, in
addition to AP&L's other rights and remedies, it is agreed that
LESSEE shall be fully and equally bound by any settlement or
judgment without further recourse as to all matters which could
have been compromised or litigated.
X. SUBLEASE OR ASSIGNMENT: LESSEE shall not (a) sublet the
Units, (b) assign, transfer or otherwise dispose of this LEASE,
the Units or any interest therein, or (c) create or suffer any
levy, lien, or encumbrance on the Units, or any of them, other
than liens or encumbrances created by AP&L.
XI. ASSIGNMENT BY AP&L: AP&L shall have the right to assign its
interest in this LEASE and the Units; provided, however,
assignment shall be subject to the rights of LESSEE hereunder.
Trustee shall have the right to sell or grant a security interest
in and to the Units.
XII. DEFAULT; NO WAIVER: The LESSEE shall be in default
hereunder upon the occurrence of one or more of the following
events: (a) LESSEE fails to pay when due any rent or other
amount required to be paid by LESSEE hereunder and such failure
shall continue for a period of ten (10) days after such due date;
(b) LESSEE fails to perform any other provision hereunder or
violates any of the convenants or representations made by LESSEE
herein and such failure or breach shall continue unremedied for a
period of fifteen (15) days after written notice to LESSEE; or
(c) LESSEE makes an assignment for the benefit of creditors, or a
trustee or receiver is appointed for LESSEE or for a substantial
part of LESSEE's property, or a petition of bankruptcy is filed
by or against LESSEE. Any failure of AP&L to require strict
performance by LESSEE or any waiver by AP&L of any provision in
the LEASE shall not be construed as a consent or waiver of any
other breach of the same or any other provision.
XIII. REMEDIES: If the LESSEE is in default hereunder, AP&L
shall have the right to exercise any one or more of the following
remedies: (a) terminate this LEASE with respect to any or all
Unit(s); (b) recover from LESSEE all rent and other amounts
then due and to become due hereunder; (c) repossess the Units
without demand or notice, and without court order or legal
proceeding; (d) terminate LESSEE's right to possession of the
Units, lease the Units, or any of them, to others and recover
from LESSEE any deficiencies between the rent provided herein and
that paid by others; (e) any other remedy available at law or
in equity, including but not limited to seeking damages, specific
performance or an injunction.
XIV. RIGHT OF RECALL: AP&L shall have the right to recall the
Units from LESSEE's service and request Units to be delivered at
a designated point of return; all charges prepaid by LESSEE and
LESSEE shall return Units within 30 days after written request of
recall from AP&L. For any Unit not returned within said 30 days,
subsequent rent for said Units will be increased by 40 percent
until said Unit is returned.
XV. AP&L'S EXPENSES: Upon termination pursuant to Section XII
and/or XIII hereof, or in the event a default shall have
occurred, LESSEE shall pay AP&L all of AP&L's costs and expenses,
including without limitation attorney's fees and expenses,
incurred in moving and/or transporting any Unit from its location
to AP&L's normal route of movement and placing it in the
condition required and/or in enforcing any of the terms,
conditions or provisions hereof or in protecting AP&L's rights
and interests in and to this LEASE and the Units.
XVI. OWNERSHIP; PERSONAL PROPERTY: The Units are, and shall at
all times remain the property of Trustee; and LESSEE shall have
no right, title or interest therein or thereto except as
expressly set forth herein. The Units are, and shall at all
times be and remain, personal property, notwithstanding that any
Unit or any part thereof may now be, or hereafter become in any
manner affixed or attached to real property or any improvements
thereof.
XVII. NOTICES; ADMINISTRATION: Service of all notices under
the LEASE shall be sufficient if delivered personally or by
Registered or Certified mail, postage prepaid, return receipt
requested to the addresses shown above, or at such other address
as any party may provide in writing from time to time. Any such
notice shall be effective when delivered personally or when
deposited in the United States mail.
XVIII. BINDING EFFECT: The parties for themselves, their
heirs, executors, successors, personal representatives and
assigns do hereby agree to full performance of all of the terms
and conditions herein.
XIX. AUTHORITY: AP&L and LESSEE each represents and warrants to
the other that the person or persons executing this RAILCAR LEASE
AGREEMENT on behalf of such party is duly authorized to sign and
bind that respective party to the terms and conditions of this
RAILCAR LEASE AGREEMENT.
IN WITNESS WHEREOF, the parties have caused this RAILCAR
LEASE AGREEMENT to be entered into this _____________ day of
_____________________________, 19___, but effective as of the
Commencement Date.
LESSOR: ARKANSAS POWER & LIGHT COMPANY
BY: ENTERGY SERVICES, INC.
By: ______________________________
Roy A. Giangrosso
Director, Coal Supply
LESSEE: _______________________________
By: _______________________________
Its: _______________________________
<PAGE>
SCHEDULE A
Forming Part of
ARKANSAS POWER & LIGHT COMPANY
RAILCAR LEASE AGREEMENT NO.
This is Schedule A to the above RAILCAR LEASE AGREEMENT by
and between Arkansas Power & Light Company (AP&L) and
. The units described
herein shall be subject to the terms and conditions of the
Railcar Lease Agreement and this Schedule during the term of use
and for the rental set forth below:
Reporting Monthly Rental
Number of Units Type of Units Marks Per Car
- --------------- ------------------------------ ---------- --------------
4000 cubic foot capacity
gondola coal Units, equipped
with 100-ton trucks and rotary
couplers
Exhibit A, attached and made part of Schedule A, is the
Certificate of Acceptance for the specific Units covered by this
LEASE.
Designated Point of Interchange (DPOI) is at Coffeyville, Kansas.
The term of use of the Units hereinabove described shall commence
as stated in Section I and shall continue until _________________
___________________________, 19___.
Dated this _______ day of____________________, 19___.
ARKANSAS POWER & LIGHT COMPANY (LESSEE)
BY: ENTERGY SERVICES, INC.
By: _________________________ By: _________________________
Roy A. Giangrosso
Director, Coal Supply
DATE: _________________________ DATE: _________________________
<PAGE>
Exhibit A to
Arkansas Power & Light Company
Car Leasing Agreement No. ________
CERTIFICATE OF ACCEPTANCE
The undersigned, a duly authorized representative of
________________________________, or Arkansas Power & Light
Company, as may be appropriate, the "Receiving Party", does
hereby certify that he has caused to be inspected and, on the
date set out below, has accepted on behalf of the Receiving Party
the following described cars, which cars are in good order,
condition and repair and conform to the terms, provisions,
requirements and standards of the certain Car Leasing Agreement
No. _____ dated as of _____________, 1995, between Arkansas Power
& Light Company and __________.
Equipment Description: 100-ton rotary dump gondolas
Unit Number Unit Number Unit Number
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AUTHORIZED REPRESENTATIVE OF RECEIVING PARTY:
By:_____________________________ Acceptance Date: ___________________
Title:__________________________ Date:_______________________________
<PAGE>
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF JEFFERSON
BEFORE ME, the undersigned, a Notary Public in and for
JEFFERSON County, Texas, on this day, personally appeared
ROY A. GIANGROSSO, who acknowledged himself to be the
DIRECTOR, COAL SUPPLY of ENTERGY SERVICES INC. a
corporation, and that he, as such DIRECTOR, COAL SUPPLY,
being authorized so to do, executed the foregoing instrument
for the purposes therein contained, by signing the name of
the corporation by himself as ROY A. GIANGROSSO.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 31ST day
of AUGUST, A.D. 1995.
My Commission Expires: _____________________________
JANET F. TODD
(SEAL) NOTARY PUBLIC, STATE OF TEXAS
STATE OF __________________
COUNTY OF ________________
BEFORE ME, the undersigned, a _____________________ in
and for ________________ County, _____________________,
on this day, personally appeared _____________________, who
acknowledged himself to be the _____________________
of _____________________ a corporation, and that he,
as such _____________________, being authorized so to do,
executed the foregoing instrument for the purposes therein
contained, by signing the name of the corporation by himself
as ________________________ .
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ______ day
of _____________, A.D. 19____.
My Commission Expires: ____________________
(SEAL) ____________________
ASSIGNMENT OF LEASE
THIS ASSIGNMENT is executed as of the 4th day of
August, 1995 (the "Effective Date"), by and between Arkansas
Power & Light Company, ("AP&L"), an Arkansas corporation
whose principal place of business is located at 425 W.
Capitol Avenue, Little Rock, Arkansas 72201, and Helm
Financial Corporation ("Helm"), a California corporation
whose principal place of business is located at One
Embarcadero Center, Suite 3500, San Francisco, California
94111.
Whereas System Fuels, Inc., as Lessee, entered into a
Lease of Railroad Equipment (the "Lease") dated as of
November 2, 1979 with First Security State Bank, as Lessor
and as Trustee, concerning the lease of approximately 600
steel gondola railcars (hereinafter, the "Railcars");
Whereas First Security State Bank entered into an
Assignment of Lease and Agreement with Metropolitan Life
Insurance Company as collateral security for payment and
performance of obligations of First Security State Bank to
Metropolitan Life Insurance Company;
Whereas the Lease was amended by Amendment to Lease
dated August 17, 1988 (the Lease, as amended by the
Amendment to Lease, is hereinafter referred to as the
"Lease, as amended");
Whereas System Fuels, Inc. subsequently assigned its
interest in the Lease, as amended, and the Railcars leased
thereunder to AP&L;
Whereas the interests of First Security National Bank &
Trust Company of Lexington and Westinghouse Credit
Corporation as owners of the Railcars have been acquired and
are now owned by Helm Locomotive Leasing Corporation
("Locomotive"), a California corporation;
Whereas AP&L desires to assign its rights, title,
interest, obligations, and liabilities under and to the
Lease, as amended, and the Railcars to Helm, and Helm
desires to accept the same;
Whereas the Lease, as amended, requires the prior
written consent of First Security State Bank, or its
successor, and Metropolitan Life Insurance Company to this
assignment;
Whereas Helm has represented to AP&L that Locomotive is
a separate legal entity from Helm and that all necessary
consents to the assignment herein have been obtained; Now,
therefore, AP&L and Helm agree as follows:
1. Effective on the Effective Date, AP&L assigns to
Helm and Helm accepts the assignment from AP&L of all of
AP&L's right, title, interest, obligations, and liabilities
in, to, and under the Lease, as amended, and any and all
Railcars leased under the Lease, as amended. Helm
acknowledges that there are presently 587 Railcars leased
under the Lease, as amended.
2. Helm shall indemnify, defend, and save AP&L
harmless from and against any and all claims, demands,
losses, damages, and liabilities, of whatever kind, nature,
and character whatsoever that accrue (a) subsequent to
Delivery (as defined in Paragraph 5(e)), in the event that
such claim demand, loss, damage, or liability relates to or
arises in connection with operation or maintenance of one or
more individual Railcars, or (b) subsequent to or on the
Effective Date, in the event that such claim demand, loss,
damage, or liability otherwise arises out of or in any way
relates to this assignment or the Lease, as amended. AP&L
shall indemnify, defend, and save Helm harmless from and
against any and all claims, demands, losses, damages, and
liabilities, of whatever kind, nature, and character
whatsoever that accrue (a) prior to Delivery, in the event
that such claim, demand, loss, damage, or liability relates
to or arises in connection with operation or maintenance of
one or more individual Railcars, or (b) before the Effective
Date, in the event that such claim, demand, loss, damage, or
liability otherwise arises out of or in any way relates to
this assignment or the Lease, as amended. The indemnity
granted in this paragraph shall include without limitation
claims, demands, losses, damages, and liabilities arising
from indemnity obligations contained in the Lease, as
amended. The parties agree that they will not indemnify
each other against each other's negligence.
3. Helm represents and warrants:
a. That Locomotive and Helm are separate legal
entities, and this assignment
does not terminate the Lease, as amended;
b. That First Security Bank of Utah, N.A. has
provided written consent to the
assignment contained herein; and
c. That Metropolitan Life Insurance Company
has provided written consent
to the assignment contained herein.
4. At its own expense, Helm shall cause this
Assignment of Lease to be filed where required by law.
5. AP&L will deliver the Railcars to Helm and Helm
shall inspect the Railcars as follows:
a. AP&L will deliver the Railcars to Helm in
multiple lots on multiple days in
a storage yard chosen by AP&L located in Chanute,
Kansas, with freight prepaid to Coffeeville, Kansas.
b. The Railcars will be delivered in a
condition that meets the standards
contained in the Association of American Railroads
Interchange Rules ("AAR Rules") and the Federal
Railroad Administration Regulations ("FRA Standards").
The AAR Rules and the FRA Standards are
collectively referred to herein as the "Standards.
c. When AP&L considers that a lot of Railcars
is ready for delivery, it will so
notify Helm by facsimile transmission to (415) 398-
4816. Helm will then be allowed fourteen (14) working
days within which to conduct, together
with AP&L, a joint inspection of the Railcars
described in the facsimile transmission notice.
M Railcars that meet the Standards will be accepted
by Helm at the conclusion of the inspection. Any
Railcar that does not meet the Standards will be
repaired to the Standards by AP&L at its
expense, and upon the completion of such repairs
shall be accepted by Helm. Should Helm not conduct
an inspection of any Railcar within
fourteen (14) working days of the facsimile
transmission notice described above, Helm will be
deemed to have waived its right to conduct an
inspection, such Railcar will be deemed to meet
the Standards, and Helm will be deemed to have accepted
such Railcar.
d. The preceding paragraph does not apply to
Railcars inspected by Helm prior to the Effective
Date. All Railcars inspected by Helm and AP&L
prior to the Effective Date and determined to meet
the Standards will be deemed accepted by Helm on the
Effective Date. Any Railcar inspected by
Helm prior to the Effective Date and determined
not to meet the Standards will be deemed accepted by
Helm on the latter of the Effective Date or the
date of completion of repairs needed to bring such
Railcar to the Standards.
e. Helm's acceptance of a Railcar, whether by
execution of this assignment, by voluntary act,
or by waiver, constitutes "Delivery" of that Railcar,
as that term is used herein.
f. After Delivery but before Helm's movement of any Railcar,
Helm will change the Railcar's reporting marks and AEI
tags to remove references to System Fuels, Inc. and/or AP&L.
6. Under the Lease, as amended, rentals are next due and payable on
January 1, 1996. On that date, AP&L shall pay the Lessor the
following:
a. One-third of the total rental payment then due; plus
b. For each Railcar not made available for
Helm's inspection on or before August 31, 1995,
an amount equal to the Daily Rate, as defined below,
multiplied by the number of days that elapses
between August 31, 1995 and the day that is four (4)
working days after AP&L provides Helm with the
facsimile transmission notice described in
Paragraph 5(c) above; plus
c. For each Railcar not made available for inspection
by Helm on or before August 31, 1995 and that upon
inspection is determined to require repair to
meet the Standards, an amount equal to the Daily
Rate, as defined below, multiplied by the number of
days that elapses between the day that is four
(4) working days after AP&L provides Helm with the facsimile
transmission notice described in Paragraph 5(c)
above and the day that the repairs needed to bring such
Railcar to the Standards are completed and accepted by Helm.
Helm shall pay the balance of the total rental payment due
on January 1, 1996 and all rental payments due thereafter.
"Daily Rental" as used herein means an amount equal to the
total rental payable under the Lease, as amended, on January
1, 1996, divided by 108,008.
7. Helm shall not be paid any compensation
regarding nor shall Helm receive reimbursement of any of its expenses
incurred in connection with this assignment from AP&L or any of its
affiliates.
Thus done and signed in the presence of the undersigned
witnesses, as of the day and date first mentioned above.
WITNESSES:
/s/Iris S. Stanfield ARKANSAS POWER & LIGHT COMPANY
BY: ENTERGY SERVICES, INC.
/s/Joyce LaNell DuBose By:/s/ Roy A. Giangrosso
Roy A. Giangrosso
Director, Coal Supply
/s/ HELM FINANCIAL CORPORATION
/s/ BY: /s/ Richard C. Kirchner
Richard C. Kirchner
President
STATE OF LOUISIANA
PARISH OF ORLEANS
On this 4th day of August, 1995, before me, Alan H.
Katz, a Notary Public duly commissioned in and for the
Parish of Orleans, State of Louisiana, personally came and
appeared Roy A. Giangrosso, to me personally known, who,
being by me sworn, deposed and said that he is the Director
of Coal Supply of Entergy Services, Inc., that Entergy
Services, Inc. is the duly authorized special agent of
Arkansas Power & Light Company with regard to the foregoing
instrument, that said instrument was signed by him on behalf
of Arkansas Power & Light Company, in its own fight, and
Entergy Services, Inc., as special agent of Arkansas Power &
Light Company, by authority of their boards of directors,
and he acknowledged that the foregoing instrument has been
executed as the free act and deed of Arkansas Power & Light
Company.
Witness my hand and official seal.
/s/ Alan H. Katz
NOTARY PUBLIC
My commission expires upon my death.
STATE OF CALIFORNIA
COUNTY OF SAN FRANCISCO
On this 14th day of August, 1995, before me, Emma S. Ortega, a
Notary Public duly commissioned and qualified in and for the County of
San Francisco, State of California, personally came and appeared Richard C.
Kirchner, to me personally known, who, being by me sworn, deposed and
said that he is the President of Helm Financial Corporation, that the
foregoing instrument was signed by him on behalf of said corporation
by authority of its board of directors, and that he
acknowledged that the foregoing instrument has been executed
as the free act and deed of said corporation.
Witness my hand and official seal.
/s/ Emma Susan Ortega
NOTARY PUBLIC
My commission expires: June 16, 1999
