UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
In the Matter of
CERTIFICATE PURSUANT
Entergy Arkansas, Inc. TO RULE 24
File No. 70-8001
Public Utility Holding Company
Act of 1935
Entergy Arkansas, Inc. Entergy Louisiana, Inc.
425 West Capitol Avenue 639 Loyola Avenue
Little Rock, Arkansas 72201 New Orleans, Louisiana 70113
Entergy Mississippi, Inc. Entergy New Orleans, 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 Entergy Arkansas,
Inc. ("EAI") in the Application-Declaration on form U-1 in
the above file, as amended, have been executed during the
fourth quarter 1996 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).
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The following table describes the transactions that
have been executed by Entergy Arkansas Inc. ("EAI") during
the fourth quarter 1996.
Date Expiration Number of Rent
Transaction/Party Executed Date Railcars Railcar/Mo.
Subleases
No new railcar subleases have been initiated during Fourth
Quarter 1996.
Assignment
Termination
122 railcars contained in the Lease of Railroad Equipment
dated 5/14/84 originally between System Fuels, Inc. as LESSEE
and The Connecticut Bank and Trust Company as TRUSTEE/LESSOR
has been terminated from the lease effective 10/31/96 for 67
railcars and 11/07/96 for 55 railcars.
Exhibits and Financial Statements
Leases: All executed leases are similar to the Master
Railcar Lease submitted for reference January 10, 1996.
Assignments:
Termination: All terminations to lease are similar to the
PARTIAL TERMINATION OF LEASE AGREEMENT date 10/31/96
attached for reference.
<PAGE>
IN WITNESS WHEREOF, Entergy Arkansas, Inc. has
caused this certificate to be executed this 29th day of
January, 1997.
Entergy Arkansas, Inc.
Entergy Louisiana, Inc.
Entergy Mississippi, Inc.
Entergy New Orleans, Inc.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President and Treasurer
System Fuels, Inc.
By: /s/ William J. Regan, Jr.
William J. Regan, Jr.
Vice President, Treasurer and
Assistant Secretary
FORM OF
PARTIAL TERMINATION OF LEASE
This Partial Termination of Lease is executed by and
among State Street Bank and Trust Company, not in its
individual capacity but as Trustee, Mercantile Bank
National Association, and Entergy Arkansas, Inc. as of
October 31, 1996;
WHEREAS, System Fuels, Inc., as Lessee, and The
Connecticut Bank and Trust Company, National Association,
as Trustee and as Lessor, entered into a Lease of Railroad
Equipment dated May 15, 1984 (the "Lease") concerning the
lease of certain steel gondola railcars (the"Units");
WHEREAS, Entergy Arkansas, Inc. ("EAI"), formerly
named Arkansas Power & Light Company, is now Lessee under
the Lease; State Street Bank & Trust Company, as Trustee,
is now Lessor under the Lease; and Mercantile Bank National
Association is now Owner of the Units;
WHEREAS, the Units have become economically obsolete
in EAI's business and the Lease is therefore subject to
termination under Section 7.9 thereof;
WHEREAS, EAI has located a third parry who is willing
to purchase 122 of the Units leased under the Lease from
the Trustee and the Owner provided that the Lease is
terminated as to those 122 Units;
WHEREAS, John Hancock Mutual Life Insurance Company,
as Vendor, has consented to termination of the Lease as to
such 122 Units and the sale thereof to said third party;
WHEREAS, the Trustee and the Owner are willing to
terminate the Lease as to said 122 Units and to revise the
semiannual rentals payable under the Lease to reflect the
deletion of said 122 Units from the Lease;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants and conditions contained herein, the
Trustee, the Owner, and EAI, intending to be legally
bound, agree as follows:
1. Terms not defined herein have the meanings given
to them in the Lease.
2. The parties hereby waive any and all notices to
which they may be entitled under the Lease or any other
agreements.
3. On the date that this Agreement is executed and
delivered (the "Group I Termination Date"), the Lease
shall terminate as to the 67 Units listed under GROUP I on
Exhibit "A" attached hereto and made a part hereof On the
Group I Termination Date, EAI shall pay to the Owner by
wire transfer the amount shown on the following schedule
under Equity Payment for the Group I Termination Date and
shall pay to the Vendor by wire transfer the amount shown
on the following schedule under Interest Payment for the
Group I Termination Date, which Equity Payment and
Interest Payment together shall constitute the full and
final rental payment owed by EAI under the Lease with
regard to the 67 Units listed under GROUP I on Exhibit
"A". On the Group I Termination Date, the Trustee shall
pay or shall cause to be paid to the Vendor by wire
transfer the sum of $621,199.66 in full payment of all
amounts owed to the Vendor on account of said 67 Units.
Group I Termination Equity Interest
Date Payment Payment
October 31, 1996 $8,816.78 $14,008.51
November 1, 1996 $8,961.31 $14,238.16
4. Effective November 7, 1996 (the "Group II
Termination Date"), the Lease shall terminate as to the 55
Units listed under GROUP II on Exhibit "A" attached hereto
and made a part hereof On the Group II Termination Date, EAI
shall pay the sum of $8,068.20 to the Owner by wire transfer
and shall pay the sum of $12,819.14 to the Vendor by wire
transfer, which payments together shall constitute the full
and final rental payment owed by EAI under the Lease with
regard to the 55 Units listed under GROUP II on Exhibit "A".
On the same day, the Trustee shall pay or shall cause to be
paid to the Vendor by wire transfer the sum of $510,984.74
in full payment of all amounts owed to the Vendor on account
of said 55 Units.
5. On the Group I Termination Date or the Group II
Termination Date, as the case may be, EAI shall deliver
possession of the Units listed on Exhibit "A" to the
Trustee at such location as EAI may designate in
Coffeyville, Kansas. Each Unit returned to the Trustee
pursuant to this Agreement shall (i) be in the same
operating order, repair and condition as when originally
delivered to the Lessee, reasonable wear and tear excepted,
(ii) meet the standards then in effect under the
interchange rules of the Association of American Railroads
and/or the applicable rules of any governmental agency or
other organization with jurisdiction and (iii) have
attached or affixed thereto any special device considered
an accession thereto as provided in Section 11 of the Lease
and have removed therefrom any such device not so
considered an accession. EAI shall not be required to
provide storage for any Units after delivery pursuant to
this provision.
6. Effective with the semiannual rental payment due on
March 1, 1997, the total of individual Unit semiannual
rental payments due under the Lease shall be adjusted to
reflect the partial termination of the Lease as to the 122
Units listed on Exhibit "A", with the resultant total
semiannual rental payment being $296,582.62, subject to
such further adjustment as may otherwise be allowed under
the Lease.
7. Except as expressly modified herein, the Lease
shall remain in full force and effect. EAI reserves its
right under Section 7.9 of the Lease to terminate the Lease
as to any and all other Units leased thereunder.
8. This agreement sets forth the entire understanding
of the parties hereto with respect to the subject matter
hereof and may not be changed or amended except by written
instrument duly executed by the parties hereto. Except as
otherwise provided herein, this agreement supersedes all
previous agreements, proposals, offers, and representations
with respect to the 122 Units listed on Exhibit "A";
provided however, each of EAI, Owner, and Trustee hereby
retains any and all rights and remedies with respect to
rental payments that became due under the Lease on or
before September 1, 1996, including rental payments due on
account of the 122 Units listed on Exhibit "A".
9. This agreement may be executed in any number of
counterparts, each of which shall be deemed an original
with respect to any party whose signature appears thereon,
and all such counterparts shall together constitute one and
the same instrument.
10. This agreement shall be binding upon and inure to
the benefit of the successors and assigns of the parties
hereto.
11. This agreement shall be governed by and
interpreted in accordance with the laws of the State of New
York.
12. All indemnities contained in the Lease, including
without limitation those contained in Section 12 of the
Lease, that would survive the termination of the Lease
pursuant to the original terms of the Lease, shall survive
this partial termination of the Lease.
IN WITNESS WHEREOF, the parties hereto have caused
this agreement to be executed and delivered by their duly
authorized representatives as of the day and year first
above written.
STATE STREET BANK & TRUST
COMPANY (TRUSTEE)
BY:
TITLE: Assistant Vice President
MERCANTILE BANK NATIONAL
ASSOCIATION (OWNER)
BY:
TITLE: Senior Vice President
ENTERGY ARKANSAS, INC. (EAI)
BY:
TITLE: V. President, Fuels & System
Operations
<PAGE>
EXHIBIT "A"
TO
PARTIAL TERMINATION OF LEASE
BY AND AMONG
STATE STREET BANK & TRUST COMPANY.
MERCANTILE BANK NATIONAL ASSOCIATION. AND
ENTERGY ARKANSAS. INC.
GROUP I
SFIX 2586 SFIX 2741 SFIX 2823
SFIX 2591 SFIX 2742 SFIX 2828
SFIX 2594 SFIX 2747 SFIX 2831
SFIX 2612 SFIX 2749 SFIX 2844
SFIX 2619 SFIX 2751 SFIX 2859
SFIX 2631 SFIX 2754 SFIX 2869
SFIX 2638 SFIX 2758 SFIX 2873
SFIX 2641 SFIX 2759 SFIX 2875
SFIX 2668 SFIX 2760 SFIX 2889
SFIX 2671 SFIX 2767 SFIX 2756
SFIX 2684 SFIX 2783 SFIX 2762
SFIX 2687 SFIX 2789 SFIX 2777
SFIX 2694 SFIX 2791 SFIX 2781
SFIX 2696 SFIX 2796 SFIX 2782
SFIX 2698 SFIX 2798 SFIX 2784
SFIX 2702 SFIX 2806 SFIX 2795
SFIX 2720 SFIX 2811 SFIX 2807
SFIX 2727 SFIX 2813 SFIX 2808
SFIX 2730 SFIX 2815 SFIX 2822
SFIX 2731 SFIX 2816 SFIX 2825
SFIX 2733 SFIX 2817 SFIX 2871
SFIX 2735 SFIX 2818
SFIX 2740 SFIX 2819
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GROUP II
SFIX 2577 SFIX 2657 SFIX 2772
SFIX 2584 SFIX 2658 SFIX 2773
SFIX 2599 SFIX 2662 SFIX 2776
SFIX 2600 SFIX 2667 SFIX 2785
SFIX 2603 SFIX 2675 SFIX 2790
SFIX 2607 SFIX 2681 SFIX 2812
SFIX 2608 SFIX 2683 SFIX 2814
SFIX 2609 SFIX 2695 SFIX 2829
SFIX 2613 SFIX 2697 SFIX 2834
SFIX 2618 SFIX 2700 SFIX 2852
LEEK 2621 SFIX 2709 SFIX 2854
SFIX 2625 SFIX 2713 SFIX 2858
SFIX 2626 SFIX 2715 SFIX 2876
SFIX 2629 SFIX 2719 SFIX 2877
SFIX 2635 SFIX 2729 SFIX 2884
SFIX 2637 SFIX 2736 SFIX 2887
SFIX 2647 SFIX 2739 SFIX 2890
SFIX 2652 SFIX 2753
SFIX 2656 SFIX 2757
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