File No. 70-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM U-1
_________________________________________
APPLICATION-DECLARATION
Under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
_________________________________________
Entergy Power, Inc. Entergy Corporation
Parkwood Two Building 639 Loyola Avenue
10055 Grogan's Mill Road, Suite 500 New Orleans, LA 70113
The Woodlands, TX 77380
(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)
_________________________________________
C. John Wilder Geoffrey Roberts
Executive Vice President and President
Chief Financial Officer Entergy Power, Inc.
Entergy Corporation Parkwood Two Building
639 Loyola Avenue 10055 Grogan's Mill Road, Suite 500
New Orleans, LA 70113 The Woodlands, TX 77380
(Names and addresses of agents for service)
_________________________________________
The Commission is also requested to send copies
of any communications in connection with this matter to:
Christopher J. Bernard, Esq. Laurence M. Hamric, Esq.
General Counsel Associate General Counsel
Entergy Power, Inc. Entergy Services, Inc.
Parkwood Two Building 639 Loyola Avenue
10055 Grogan's Mill Road, Suite 500 New Orleans, LA 70113
The Woodlands, TX 77380
Thomas C. Havens, Esq. Kent R. Foster, Esq.
Whitman Breed Abbott & Morgan LLP Vice President
200 Park Avenue Entergy Services, Inc.
New York, NY 10166 P.O. Box 8082
Little Rock, AR 72203
<PAGE>
Item 1. Description of Proposed Transaction.
Entergy Corporation ("Entergy"), a Delaware corporation
which is a registered holding company under the Public Utility
Holding Company Act of 1935, as amended (the "Act"), and its
wholly-owned subsidiary Entergy Power, Inc. ("EPI"), a Delaware
corporation (Entergy and EPI, collectively, the "Applicants"),
hereby request the approval of the Securities and Exchange
Commission (the "Commission") under the Act for EPI to acquire,
prior to October 1, 2003, an undivided ownership interest in an
electric generating facility located in Louisiana, as more
particularly described herein.
I. Background.
A. The Entergy System.
Entergy and its various direct and indirect subsidiary
companies comprise the Entergy System (the "Entergy System" or
"System"), which currently consists of: (1) five domestic retail
electric utility companies - Entergy Arkansas, Inc. ("Entergy
Arkansas"), Entergy Gulf States, Inc. ("Entergy Gulf States"),
Entergy Louisiana, Inc. ("Entergy Louisiana"), Entergy
Mississippi, Inc. ("Entergy Mississippi") and Entergy New
Orleans, Inc. ("Entergy New Orleans") (such companies are
sometimes referred to herein, collectively, as the "System
operating companies"); (2) System Energy Resources, Inc., a
domestic wholesale electric generating company that sells
capacity and energy to the System operating companies (other than
Entergy Gulf States); (3) Entergy Services, Inc., a company that
provides administrative and other services primarily to the
System operating companies; (4) Entergy Operations, Inc., a
company that provides management, operations and maintenance
services for the System's nuclear facilities; (5) System Fuels,
Inc., a company that primarily implements and/or maintains
certain fuel supply programs for the System operating companies;
(6) EPI, a company that, as described below, markets and sells
electric generating capacity and energy to non-associate
purchasers in the domestic bulk power market; (7) Entergy
Enterprises, Inc., a company that, among other things, provides
administrative and other services to certain of Entergy's non-
utility subsidiaries, and markets skills and intellectual
property developed or acquired by System companies; (8) Entergy
Power Marketing Corp. ("EPMC"), an "energy-related company" as
defined in Rule 58 under the Act that markets and brokers
electricity and other energy commodities; and (9) various other
companies formed to develop, acquire and own Entergy's interests
in domestic and foreign energy, energy-related and
telecommunications businesses.
Entergy, through its domestic public utility subsidiaries,
EPI, EPMC, and its investments in "foreign utility companies" and
"exempt wholesale generators", is engaged principally in the
generation, transmission, distribution and sale of electricity,
at retail and at wholesale, and the purchase of electricity at
wholesale. Entergy's System operating companies provide electric
service to approximately 2.4 million customers in portions of the
states of Arkansas, Louisiana, Mississippi, Tennessee and Texas,
and retail gas service in and around Baton Rouge, Louisiana and
in New Orleans, Louisiana.
B. Formation and Business of EPI.
Pursuant to an order of the Commission dated August 27, 1990
(the "1990 Order")<FN1>, Entergy formed EPI to participate as a
supplier of electricity at wholesale to non-associate companies
in bulk power markets. In accordance with the 1990 Order, EPI
acquired the ownership interests of its associate company,
Entergy Arkansas, in (1) Unit No. 2 of the Independence Steam
Electric Generating Station ("ISES 2") and (2) Unit No. 2 of the
Ritchie Steam Electric Generating Station ("Ritchie 2"). EPI's
ownership interests in ISES 2 and Ritchie 2 represented, at the
time they were acquired, an aggregate of 809 megawatts ("MW") of
electric generating capacity.<FN2> In 1996 and 1998, EPI sold
portions of its undivided ownership interest in ISES 2 to two non-
affiliates,<FN3> so that EPI currently owns a total of 665 MW of
generating assets (the "Owned Capacity"). EPI owns its undivided
interest in ISES 2 as tenant in common with Entergy Mississippi
(which has a 25% undivided interest in ISES 2) and the other co-
owners. In addition, as described in the 1990 Order, Entergy
Arkansas manages, controls, operates and maintains ISES 2 and
Ritchie 2 on behalf of EPI and the other co-owners of such
facilities.
Since 1990, EPI has been principally engaged in the business
of marketing and selling generating capacity (including the Owned
Capacity) and related energy, at wholesale, to non-associate
companies on negotiated (i.e., market based) terms and
conditions. EPI markets a portion of its Owned Capacity and
related energy through its associate company, EPMC. EPMC, a
wholly-owned subsidiary of Entergy, is principally engaged in the
marketing, trading, purchasing and selling of electric capacity
and energy and other energy commodities, and in the provision of
industrial energy management and risk management services. EPI's
wholesale marketing and power sales transactions are subject to
the jurisdiction of the Federal Energy Regulatory Commission (the
"FERC").<FN4> In addition, EPI is subject to certain conditions
imposed by the Arkansas Public Service Commission (the "APSC") in
its 1990 order approving Entergy Arkansas' transfer to EPI of the
ownership interests in ISES 2 and Ritchie 2.<FN5>
As of June 30, 1999, EPI's portfolio of power sales
contracts with a term of more than one year included the
following:
(1) Alabama Municipal Electric Authority -- 50 MW through
2005.
(2) Associated Electric Cooperative, Inc. -- 200 MW,
increasing to 300 MW in 2000 through May 2010
(3) Municipal Electric Agency of Mississippi -- 23 MW
through May 2010
(4) Northeast Texas Electric Cooperative, Inc. -- 36 MW
through 2017
(5) Oglethorp Power Cooperative -- 100 MW through June 2002
(6) Tallahassee Electric Department -- 25 MW through March
2002
C. Recent Power Transactions.
EPMC and EPI recently entered into certain power purchase
and sale transactions with Sam Rayburn Municipal Power Agency
("SRMPA") and Vinton Public Power Authority ("VPPA"). As
discussed further below, these transactions generally were
intended to permit SRMPA to continue to meet the power needs of
the cities for which it acts as purchasing agent on a more
reliable and economical basis.<FN6> SRMPA, a municipal corporation
and a political subdivision of the State of Texas, is a joint
powers agency formed in 1979 by the cities of Jasper, Liberty and
Livingston, Texas to acquire, own and operate electric facilities
and to engage in the generation and transmission of electric
power for the benefit of all participating entities. VPPA is a
public power authority created in 1980 and authorized to enter
into contracts for the sale of electric power with the Town of
Vinton, Louisiana or other public power authorities.
In 1981, SRMPA purchased from Gulf States Utilities, Inc.
(now Entergy Gulf States) a 20% undivided ownership interest in
Unit No. 6 of the Roy S. Nelson Generating Station ("Nelson 6"),
a coal-fired, steam electric generating facility located in
Westlake, Calcasieu Parish, Louisiana. Nelson 6 was placed into
commercial operation in 1982, and since that time has supplied a
portion of the electric energy requirements of the cities of
Jasper, Liberty and Livingston, and the Town of Vinton
(collectively, the "Cities"). For certain state tax reasons, in
December 1992, VPPA purchased SRMPA's 20% undivided ownership
interest in Nelson 6 for a total consideration equal to the then
remaining undepreciated book value of such assets (approximately
$77.8 million).<FN7>
In order to continue to supply power and energy to the
Cities, concurrently with such transfer, SRMPA entered into a
Unit Power Sale Agreement with VPPA (the "UPS Agreement"), under
which SRMPA purchased from VPPA an entitlement to an equivalent
amount of net electrical output from Nelson 6. The funds
received by SRMPA from the sale of its Nelson 6 ownership
interest were used to make a lump sum payment to VPPA for the
capacity entitlement purchased under the UPS Agreement. The UPS
Agreement also granted SRMPA a right of first refusal and option
(the "Option") to repurchase from VPPA legal title to the 20%
undivided ownership interest in Nelson 6 (the "Nelson 6 Ownership
Interest"). The UPS Agreement was to terminate following the
exercise of the Option.
Although, as a result of these transactions, SRMPA no longer
owned any interest in Nelson 6, under the UPS Agreement SRMPA
nevertheless remained responsible for a proportionate share of
all costs and expenses of ownership, including retro-fittings,
upgrades, and environmental costs and liabilities. In addition,
all of the power and energy provided to SRMPA by VPPA under the
UPS Agreement was generated at Nelson 6, and during planned or
unplanned outages at Nelson 6, SRMPA was responsible for finding
replacement power supplies. These arrangements subjected SRMPA
and its customers to the risk of increased operating and
replacement power costs, as well as to the risk of interruption
in the delivery of power. Accordingly, in 1997, SRMPA and EPMC
began to discuss possible replacement power supply arrangements
which would enable SRMPA to reduce its purchased power expenses
under the UPS Agreement and to enhance reliability.
In this connection, effective November 1, 1998, EPMC and
SRMPA entered into a Requirements Power Supply Agreement, as
amended (the "Requirements Contract"), pursuant to which EPMC has
agreed to deliver to SRMPA firm requirements power and energy
sufficient to serve a portion of the load and load growth of the
Cities. The price of energy delivered under the Requirements
Contract, as well as of related transmission service, is fixed
for the duration of the agreement. In consideration of EPMC's
commitment to supply power and energy on a fixed price, firm
requirements basis, SRMPA made an advance payment to EPMC of
$59,605,565 and agreed to make periodic payments to EPMC based
upon power and energy actually delivered over the term of the
contract. Simultaneously with the execution of the Requirements
Contract, EPMC and SRMPA entered into a System Capacity Sales
Agreement (the "SCSA"), pursuant to which EPMC agreed to purchase
from SRMPA excess capacity available to SRMPA, up to the amount
of its entitlement under the UPS Agreement to 20% of the capacity
of Nelson 6 (representing approximately 110 MW) (the "Nelson 6
Capacity Entitlement"), for a total purchase price of
$59,605,565. Under the SCSA, EPMC also assumed SRMPA's
obligation to pay all variable costs billed to SRMPA under the
UPS Agreement.
The power supplied by EPMC to SRMPA under the Requirements
Contract may be obtained from a variety of sources. However, as
an "energy-related company", EPMC does not own any electric
generating facilities from which power may be supplied to SRMPA.
Therefore, in order to help satisfy its obligations under the
Requirements Contract, EPMC entered into a Power Purchase and
Sale Agreement with EPI (the "EPI Agreement"). Under the EPI
Agreement, EPI has agreed to supply EPMC with any power necessary
for it to meet its obligations to SRMPA under the Requirements
Contract. EPI may deliver power under the EPI Agreement from
the Owned Capacity or any other generating assets it may own from
time to time. To provide security for EPMC's obligations under
the Requirements Contract, EPMC granted SRMPA a purchase money
security interest in EPMC's power supply arrangements with EPI,
including the EPI Agreement. In addition, pursuant to a
Guaranty, Entergy has guaranteed the obligations of EPMC under
the Requirements Contract.<FN8>
II. Proposed Transactions.
As part of the foregoing transactions, EPI received an
assignment from SRMPA of the Option to acquire the Nelson 6
Ownership Interest pursuant to an Option Agreement among VPPA,
SRMPA and EPI. EPI has agreed under the Option Agreement to
exercise the Option and, subject to the receipt of all requisite
regulatory approvals, to purchase the Nelson 6 Ownership Interest
on or before October 1, 2003. EPI would pay VPPA $1,000 as full
and fair market value consideration for the Nelson 6 Ownership
Interest. EPMC will continue to supply power to SRMPA under the
Requirements Contract following the transfer of the Nelson 6
Ownership Interest to EPI. However, both the UPS Agreement and
the SCSA will terminate on the date EPI acquires the Nelson 6
Ownership Interest.
The Applicants hereby request all requisite Commission
approvals under the Act for EPI to exercise the Option and to
acquire from VPPA the Nelson 6 Ownership Interest at any time on
or before October 1, 2003. The Applicants believe that EPI's
acquisition and ownership of an interest in Nelson 6 is fully
consistent with EPI's business, as described in the 1990 Order.
Following its acquisition of the Nelson 6 Ownership Interest, EPI
will continue to be principally engaged in the business of
marketing and selling electric generating capacity and energy to
non-associate purchasers in wholesale transactions, in accordance
with the 1990 Order. Moreover, this transaction is similar in
many respects to EPI's ownership of its interest in ISES 2, which
also is jointly owned with an affiliate (Entergy Mississippi).<FN9>
As is the case with EPI's undivided interest in ISES 2, EPI's
affiliate, Entergy Gulf States, will continue to operate and
maintain Nelson 6 for the benefit of EPI and the other co-owner,
SRG&T. <FN10> Finally, Nelson 6 is directly interconnected with the
transmission system of Entergy Gulf States and, thus, indirectly
interconnected with the entire transmission grid of the Entergy
System, thereby satisfying the integration requirements of the
Act.<FN11>
The Applicants further believe that the proposed purchase
price for the Nelson 6 Ownership Interest is fair and reasonable
consideration, in accordance with Section 10(b) of the Act. The
nominal purchase price to be paid by EPI for the Nelson 6
Ownership Interest reflects EPMC's prior purchase from SRMPA of
the Nelson 6 Capacity Entitlement pursuant to the SCSA, and as
such, is the result of arm's length negotiations among the
parties.<FN12> In addition, the structure of the transaction
(involving the separate purchases of the capacity entitlement by
EPMC and of legal title to the generating assets by EPI) not only
mirrors the preexisting arrangements between SRMPA and VPPA,<FN13>
but was necessary in order to address certain regulatory constraints
under the Act. Specifically, as an "energy-related company"
under the Act, EPMC could not acquire the Nelson 6 Ownership
Interest and still maintain its exemption under Rule 58.<FN14>
Furthermore, since Nelson 6 is not an "eligible facility" under
Section 32 of the Act, the Nelson 6 Ownership Interest could not
be acquired by an EWG affiliate of Entergy. EPI, however,
already owns non-exempt electric generating facilities (i.e., the
Owned Capacity) and, as such, is "public-utility company" under
Section 2(a)(5) of the Act. Therefore, it is appropriate for EPI
to acquire ownership of non-exempt electric generating facilities
such as the Nelson 6 Ownership Interest.
For all of the foregoing reasons, the Applicants believe the
Commission should find that EPI's acquisition of the Nelson 6
Ownership Interest satisfies the applicable standards of Sections
10 and 11 of the Act and is consistent with EPI's authorized
business as described in the 1990 Order.
Filed herewith as Exhibits I-1 and I-2 are letters from
SRMPA and VPPA expressing their support for the proposed
transactions.
III. Compliance with Rules 53 and 54.
The Applicants hereby represent that, pursuant to Rule 54
under the Act, all of the criteria of Rule 53(a) and (b) are
satisfied.
Item 2. Fees, Commissions and Expenses.
The estimated fees, commissions and expenses expected to be
paid or incurred, directly or indirectly, in connection with the
transactions described herein will be supplied by amendment.
Item 3. Applicable Statutory Provisions.
The proposed acquisition of the Nelson 6 Ownership Interest
by EPI is subject to Sections 9(a), 10 and 11 of the Act and
Rules 51 and 54 thereunder. 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 rule thereunder, other than those specifically referred to
above, request for such authorization, approval or exemption is
hereby made.
Item 4. Regulatory Approval.
No state or Federal commission, other than the Commission,
has jurisdiction over the transactions proposed herein.
Item 5. Procedure.
Entergy respectfully requests that the Commission issue its
order granting and permitting this Application-Declaration to
become effective as soon as practicable, but in any event not
later than January 31, 2000.
Entergy hereby (i) waives a recommended decision by a
hearing officer or any other responsible officer of the
Commission, (ii) agrees that the Division of Investment
Management may assist in the preparation of the decision of the
Commission, and (iii) requests that there be no waiting period
between the issuance of the order of the Commission and the day
on which such order is to become effective.
Item 6. Exhibits and Financial Statements.
(a) Exhibits:
B-1 - Option Agreement
B-2 - Form of Agreement for the Sale of Nelson Coal
Unit No. 6 and of Excepted Facilities
B-3 - Form of Assignment of Non-Exclusive Predial
Servitude
B-4 - Fifth Amendment to the Joint Ownership
Participation and Operating Agreement
E - Map showing interconnection of Nelson 6 with
the properties of the Applicants (to be filed
by amendment)
F - Legal Opinion(s) from counsel to Entergy
Power, Inc. and Entergy Corporation
(to be filed by amendment)
G - Financial Data Schedules
H - Form of Notice of Proposed Transactions
I-1 - Letter from SRMPA
I-2 - Letter from VPPA
(b) Financial Statements:
Financial Statements of Entergy Corporation and of Entergy
Corporation and subsidiaries, consolidated, as of September 30,
1999 (reference also is made to Exhibit G hereto).
Financial Statements of Entergy Power, Inc. as of September
30, 1999 (reference also is made to Exhibit G hereto).
Except as reflected in the Financial Statements, no material
changes not in the ordinary course of business have taken place
since September 30, 1999.
Item 7. Information as to Environmental Effects.
The proposed transactions do not involve any major Federal
action significantly affecting the quality of the human
environment. No Federal agency has prepared or is preparing an
environmental impact statement with respect to the proposed
transactions.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Public Utility Holding
Company Act of 1935, the undersigned company has duly caused this
statement to be signed on its behalf by the undersigned thereunto
duly authorized.
ENTERGY POWER, INC.
By: /s/ Michael G. Thompson
Michael G. Thompson
Vice President and Secretary
ENTERGY CORPORATION
By: /s/ Michael G. Thompson
Michael G. Thompson
Senior Vice President,
General Counsel and Secretary
Dated: November 19, 1999
_______________________________
<FN1> See Holding Company Act Release ("HCAR") No. 25136. The 1990
Order was reaffirmed by the Commission on remand from the U.S.
Circuit Court of Appeals for the District of Columbia Circuit.
See HCAR No. 26410 (dated November 17, 1995).
<FN2> Specifically, EPI acquired (a) Entergy Arkansas' 100%
ownership interest in Ritchie 2, an oil- and gas-fired power
plant located in Phillips County, Arkansas with a total
capacity of approximately 544 MW, and (b) Entergy Arkansas'
31.5% undivided ownership interest in ISES 2, a coal-fired
facility located near Newark, Arkansas.
<FN3> See HCAR No. 26549 (dated August 2, 1996) and HCAR No. 26915
(dated October 9, 1998).
<FN4> EPI is presently authorized by the FERC to sell, at market-
based rates, up to 1,500 MW of capacity and energy.
<FN5> Specifically, EPI is precluded from serving retail loads in
Arkansas or making capacity sales to any affiliate without
first obtaining a waiver from the APSC. See Order No. 17,
APSC Docket No. 89-128-U, as modified by Order No. 4, APSC
Docket No. 95-396-U.
<FN6> SRMPA services the power and energy requirements of the cities
of Jasper, Liberty and Livingston, Texas, and the Town of
Vinton, Louisiana (collectively, the "Cities").
<FN7> Currently, Nelson 6 is owned by VPPA (20%), Sam Rayburn
Generation & Transmission Cooperative ("SRG&T") (10%) and
Entergy Gulf States (70%). Pursuant to a Joint Ownership
Participation and Operating Agreement among the co-owners of
Nelson 6, Entergy Gulf States operates, maintains and manages
Nelson 6 on behalf of the co-owners.
<FN8> Entergy's guarantee is authorized under the Commission's order
dated January 6, 1998 (see HCAR No. 26812).
<FN9> As described above, Nelson 6 is 70% owned by Entergy Gulf
States.
<FN10> In this connection, EPI, Entergy Gulf States, SRMPA, SRG&T and
VPPA have entered into an amendment to the Joint Ownership
Participation and Operating Agreement for Nelson 6 (the "JOA")
pursuant to which Entergy Gulf States provides various
operations, maintenance and management services on behalf of
the co-owners of Nelson 6. Under such amendment (which is
filed herewith as Exhibit B-4), EPI has agreed, upon becoming
a co-owner of Nelson 6, to be bound by the provisions of the
JOA, which would include the obligation to reimburse Entergy
Gulf States for EPI's allocable portion (i.e., to the extent
of the Nelson 6 Ownership Interest) of the costs of operating
and maintaining Nelson 6. Pursuant to the authorization of
the Commission in File No. 70-8529 (see HCAR No. 27040 (June
22, 1999)), any costs incurred by Entergy Gulf States on
behalf of EPI for such services would be reimbursed by EPI at
cost plus 5%, in accordance with settlement arrangements among
Entergy and certain of its state and local regulators.
<FN11> EPI will enter into agreements with Entergy Gulf States and
possibly other System operating companies to obtain
transmission and related services with respect to energy from
the Nelson 6 Ownership Interest, at rates and on other terms
and conditions subject to the exclusive jurisdiction of the
Federal Energy Regulatory Commission. However, none of the
capacity or energy from the Nelson 6 Ownership Interest is
intended to be sold to Entergy Gulf States or any other System
operating company.
<FN12> In addition, to the extent that EPMC purchases capacity from
EPI, under the EPI Agreement or otherwise, that is derived
from the Nelson 6 Ownership Interest, the associated capacity
charges to EPMC will be nominal, to take into account EPMC's
prior purchase of the Nelson 6 Capacity Entitlement.
<FN13> As discussed above, SRMPA previously owned only the Nelson 6
Capacity Entitlement (along with the Option), while VPPA owned
legal title to the related undivided ownership interest in
Nelson 6.
<FN14> As an "energy related company" under Rule 58, EPMC may only
acquire interests in "qualifying facilities" under the Public
Utility Regulatory Policies Act of 1978.
EXHIBIT B-1
OPTION AGREEMENT
THIS OPTION AGREEMENT is entered into this 5th day of
November 1998, by, between and among Entergy Power, Inc., a
Delaware corporation with principal offices at Suite 500, 10055
Grogan's Mill Road, The Woodlands, Texas 77380 (EPI), Sam Rayburn
Municipal Power Agency, an agency and political subdivision of
the State of Texas with principal offices at 1412 South Houston
Street, P.O. Box 1700, Livingston, Texas 77351 (SRMPA), and
Vinton Public Power Authority, a municipal body corporate and
political subdivision of the State of Louisiana 70668 (VPPA).
WHEREAS, VPPA has granted a certain Option to Buy and Right of
First Refusal to SRMPA to purchase VPPA's 20% undivided ownership
interest in coal-fired Unit No. 6, located at the Roy S. Nelson
Generating Station, Calcasieu Parish, Louisiana (Unit No. 6),
under the Unit Power Sale Agreement (UPS Agreement) between VPPA
and SRMPA, dated December 12, 1992;
WHEREAS, SRMPA wishes to assign, transfer and convey that
Option to Buy and Right of First Refusal to EPI, and EPI wishes
to acquire that option to buy and right of first refusal to
purchase VPPA's undivided ownership interest in Unit No. 6, and
VPPA acknowledges and accepts this assignment, transfer and
conveyance;
NOW, THEREFORE, in exchange for their mutual promises and
reliances and other good and valuable consideration acknowledged
by all parties to be in hand received, the parties undertake and
agree as follows:
(i) Right of First Refusal:--SRPMA hereby assigns to EPI or its
nominee the right to exercise the Right of First Refusal granted
by VPPA to SRMPA under the UPS Agreement, Section 5.4(a),
provided that SRMPA waives all right to receive payment of
Termination Compensation and that VPPA would be paid $1,000 as
full and fair market value compensation for exercise of that
Right of First Refusal, as provided under the Unit Power Sale
Termination Agreement between SRMPA, VPPA; provided, EPI or its
nominee taking the title shall either have first obtained
approval of appropriate federal and/or state jurisdictional
regulatory agencies or have certified that it is exempt from any
such federal or state jurisdictional agencies.
(ii) Option to Purchase:--SRMPA hereby assigns to EPI or its
nominee the right to exercise the Option granted by VPPA to SRMPA
under the UPS Agreement, Section 5.4(b), with a right to record
the same, provided that SRMPA waives all right to receive payment
of Termination Compensation and that VPPA would be paid $1,000 as
full fair market value compensation, as provided under the Unit
Power Sale Termination Agreement of even date herewith among
SRMPA, VPPA and EPMC; provided, EPI or its nominee taking title
shall either have first obtained approval of appropriate federal
and/or state jurisdictional regulatory agencies or have certified
that it is exempt from any such federal or state jurisdictional
agencies.
(iii) Put:--EPI and its nominee, if any, hereby agree,
subject to enforcement in equity, to exercise the above Option or
otherwise to purchase title to Unit No. 6 and the Excepted
Facilities or to nominate a purchaser on or before October 1,
2003, and to pay therefor in full consideration the sum of
$1,000.00; provided, that EPI or its nominee taking title shall
either have first obtained approval of appropriate federal and/or
state jurisdictional regulatory agencies or have certified that
it is exempt from any such federal or state jurisdictional
agencies.
(iv) Personal Property:--Upon exercise of the Option to Purchase
or the Right of First Refusal and payment of the stated
compensation, EPI shall, pursuant to documentation to be mutually
agreed upon by the parties, receive title to VPPA's 20% undivided
ownership interest in Nelson Unit No. 6 together with title to
all fuel supplies, equipment, materials and supplies, and related
inventories and personal or moveable property of any kind and
nature whatsoever associated with the conveyed 20% undivided
ownership interest in Unit No. 6.
IN WITNESS WHEREOF, the parties hereto have cause their
representatives to set their signatures below on the
date first above given.
VINTON PUBLIC POWER ENTERGY POWER, INC.
AUTHORITY:
BY: /s/Raywood LeMaire BY: /s/Shahid J. Malik
Raywood LeMaire, President Shahid Malik, President
ATTEST: ATTEST:
/s/Melba Landry /s/Christopher J. Bernard
Melba Landry, Secretary Christopher J. Bernard
SAM RAYBURN MUNCIPAL
POWER AGENCY
BY: /s/Ben R. Ogletree, Jr.
Ben R. Ogletree, Jr., President
ATTEST:
/s/R.C. Horn
R.C. Horn, Secretary
EXHIBIT B-2
SALE OF NELSON COAL UNIT NO, 6
AND OF EXCEPTED FACILITIES
BEFORE the undersigned Notaries Public, duly commissioned in
and for _____________ County, Texas, and in and for
_______________ ___________, _____________, and on the dates set
forth hereinbelow and in the presence of the undersigned
subscribing witnesses to each party's signature,
VINTON PUBLIC POWER AUTHORITY
(hereinafter called "VPPA"), a Louisiana Public Power Authority,
with its principal office in Vinton, Louisiana, duly authorized
pursuant to a resolution of its Board of Directors, and a
certified copy of which is attached hereto, whose permanent
mailing address is 1201 Horridge Street, Vinton, Louisiana,
70668, and
(hereinafter called "VENDEE", a business corporation authorized
to do business in _____________, duly authorized pursuant to a
resolution of its Board of Directors, a certified copy of which
is attached hereto, whose permanent mailing address is
________________________________________________________,
which declared and acknowledged as follows:
(1) VPPA together with Entergy Gulf States, Inc.
(hereinafter called "Gulf States") and Sam Rayburn G & T Electric
Cooperative, Inc. (hereinafter called "SRG&T"), are joint owners
of the Nelson Station, Coal Unit No. 6, located in Calcasieu
Parish, Louisiana, under a Joint Ownership Participation and
Operating Agreement, dated June 6, 1980, as heretofore amended
and as amended of even date herewith (hereinafter referred to as
the "Agreement").
(2) Gulf States and VPPA, along with SRG&T, are joint
owners of certain Excepted Facilities associated with the
operation of Unit No. 6 and described in Exhibit J to the
Agreement as reserved from the Common Facilities. The undivided
ownership interest of VPPA in such Excepted Facilities varies as
set forth in the Sale of Excepted Facilities dated as of June 24,
1992, recorded in Conveyance Book 2308, Page 555, et seq., of the
records of Calcasieu Parish, Louisiana.
In consideration of a payment of a sum in excess of $1,000 by
Vendee to VPPA, and certain mutual agreements of the parties
reflected in other documents of even date herewith, the receipt
and sufficiency of which are hereby acknowledged, VPPA grants,
bargains, sells and conveys and VENDEE purchases the undivided
ownership interest of VPPA in Unit No. 6 and in certain Excepted
Facilities as follows:
A. All of the undivided interest of VPPA in and to the
properties described on Exhibit "A", Pages 1 through 24 attached
hereto, as follows:
(1) An undivided twenty (20%) percent interest in the
properties described under the title Exhibit "C" Nelson No. 6
Tracts 1, 2 and 3, Class "A";
(2) An undivided ten (10%) percent interest in the
properties described under the title Exhibit "C", entitled Tracts
4, 5, 5, 7, 8 and 9, Class "B";
(3) An undivided six (6%) percent interest in the
properties described under the title Exhibit "C", entitled Tracts
10, 11, Class "C";
(4) An undivided eight (8%) percent interest in the
properties described under the title Exhibit "C", entitled Tract
12, Class "C";
all as more fully set forth in the Joint Ownership Participation
and Operating Agreement dated June 6, 1980, recorded in
Conveyance Book 1693. Page 563 et seq., and the Confirmation of
Ownership dated June 29, 1982, recorded in Conveyance Book 1693,
Page 760, et seq., of the records of Calcasieu Parish, Louisiana.
B. All of the undivided interests of VPPA in and to the
properties described on Exhibit "B", Page B through B-IV,
attached hereto, which were acquired by VPPA by Sale of Excepted
Facilities dated June 24, 1992, recorded in Conveyance Book 2308,
Page 555, et seq., of the records of Calcasieu Parish, Louisiana.
The Sale of Excepted Facilities is not intended to include
or convey any further ownership interest in or to any land upon
which the Excepted Facilities are located other than as set forth
on Exhibit "A".
Each party signing the within instrument declares to have
full legal capacity.
VPPA transfers and conveys its interest in the above
described immovable property and the Excepted Facilities with
full warranty of title and subrogation to all rights and actions
of warranty which it may have, but without any other warranties
or representations. Specifically, VPPA makes no representation
or warranty as to the value, quantity, quality, condition,
salability, obsolescence, merchantability, design, engineering,
construction, fitness, or suitablity for use or working order of
all or any part of Nelson Coal Unit No. 6, wherever situated and
in whatever state of development, manufacture, or construction.
The undivided interest in the facilities is conveyed "as is" and
"where is" in its present condition with the same disclaimers as
are provided in Section 6.1 of the Agreement. Further, the
parties acknowledge that the interest in the facilities described
above are burdened with the obligations set forth in the
Agreement and that said obligations constitute real rights which
run with the immovable property and the Excepted Facilities and
bind their respective successors in interest.
VENDEE acknowledges that this sale is subject to the terms
of the Agreement particularly the rights reserved to Gulf States
as Project Manager under the Agreement, as provided for under
Section 2.6.3 of the Agreement to determine when and to what
extend the Excepted Facilities may be placed in service for the
operation of other unit(s), and is subject to a non-exclusive
servitude as to the Excepted Facilities which permits Gulf States
to use such facilities for its own benefit or to assign to or
permit third parties to use them in connection with the operation
of other unit(s). In this event, such other unit(s) shall share
in the cost of the operation and maintenance of such facilities
for so long as they are utilized pursuant to the terms of the
Agreement.
This conveyance is effective as of 12:01 A.M. on
_________________ ___, _____.
All agreements and stipulations herein, and all the
obligations herein assumed, shall inure to the benefit of and be
binding upon the successors and assigns of the respective
parties.
THUS DONE AND SIGNED by VPPA in the presence of me, Notary,
and the following competent witnesses who have signed in my
presence at Vinton, Louisiana, on this _______ day of
_________________, 1998
WITNESSES: VINTON PUBLIC POWER AUTHRORITY
By:
Rayood LeMaire,
President
NOTARY:
Richard Lee Tharp
THUS DONE AND SIGNED by the VENDEE in the presence of me,
Notary, and the following competent witnesses who have signed in
my presence at _______________, ____, on this __________ day of
________________, _________________.
WITNESSES: VENDEE
By:
NOTARY:
<PAGE>
EXHIBIT"C"
TRACT 1 CLASS "A"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing S 85degrees 55' 53" E, 2245.08 feet to
Point of Beginning of which Gulf States Utilities Company's
coordinates are N 12,452.00, E 9,533.00;
THENCE Grid Bearing East 151.50 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,452.00,
E 9,704.50;
THENCE Grid Bearing South 154.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,298.00,
E 9,704.50;
THENCE Grid Bearing East 18.50 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,298.00, E
9,723.00;
THENCE Grid Bearing North 82.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,380.00,
E 9,723.00;
THENCE Grid Bearing East 21.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,380.00, E
9,744.00;
THENCE Grid Bearing South 270.50 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,109.50,
E 9,744.00;
THENCE Grid Bearing West 225.50 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,109.50,
E 9,518.50;
THENCE Grid Bearing North 145.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,254.50,
E 9,518.50;
THENCE Grid Bearing East 34.50 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,254.50,. E
9,553.00;
THENCE Grid Bearing North 197.50 feet to Point of Beginning
and containing 1.52 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 2 CLASS "A"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing N 87 degrees 09' 08" E, 2,200.64 feet to
point of beginning which Gulf States Utilities Company's
coordinates are N 12,720.70, E 9,511.5;
THENCE Grid Bearing East 224.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,720.70.
E 9,735.50;
THENCE Grid Bearing South 166.20 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,554.50.
E 9,735.50;
THENCE Grid Bearing West 224.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,554.50.
E 9,511.5;
THENCE Grid Bearing North 166.20 feet to Point of Beginning
and containing .85 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 3 CLASS "A"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9,16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing N 75 degrees 08' 45" E, 2245.71 feet to
Point of which Gulf States Utilities Company's coordinates are N
13,187.00, E 9,484.00, said point being the center of a
circle with a radius of 135.00 feet and containing 1.31
acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 4 CLASS "B"
A certain tract or parcel of land containing 61.18 acres of
land being a part of Section 16 and 17, Township 9 South,
Range 9 West, Calcasieu Parish, Louisiana, said 61.18 acre
tract of land also being a part of that certain 1,288.12
acre tract of land purchased by Gulf States Utilities
Company from Krause and Managan Lumber Company, LTD. of
which deed is dated August 31, 1956, and is recorded in
Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing S 72 degrees 24' 55.4" E, 2142.54 feet to
Point of beginning of which Gulf States Utilities Company's
coordinates are N 11,964.00, E 9,356.00,
THENCE Grid Bearing East 100.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 11,964.00,
E 9,456.00;
THENCE Grid Bearing South 200.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 11,764.00,
E 9,456.00;
THENCE Grid Bearing West 100.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 11,764.00,
E 9,356.00;
THENCE Grid Bearing North 200 feet to Point of Beginning and
containing .46 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 5 CLASS "B"
A certain tract or parcel of land containing 61.18 acres of
land being a part of Section 16 and 17, Township 9 South,
Range 9 West, Calcasieu Parish, Louisiana, said 61.18 acre
tract of land also being a part of that certain 1,288.12
acre tract of land purchased by Gulf States Utilities
Company from Krause and Managan Lumber Company, LTD. of
which deed is dated August 31, 1956, and is recorded in
Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing S 81 degrees 09' 09.9" E, 2820.98 feet to
Point of beginning of which Gulf States Utilities Company's
coordinates are N 12177.42, E10,101.00;
THENCE Grid Bearing East 229.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,177.42,
E 10,330.00;
THENCE Grid Bearing South 147.42 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,030.00,
E 10,330.00;
THENCE Grid Bearing West 229.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,030.00,
E 10,101.00;
THENCE Grid Bearing North 147.42 feet to Point of Beginning
and containing 0.78 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 6 CLASS "B"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing N 85 degrees 30' 26.8" E, 2402.8 feet to
Point of beginning of which Gulf States Utilities Company's
coordinates are N 12,779.50, E 9,709.00;
THENCE Grid Bearing N 45 degrees 00' 00", E 28.99 feet to a
point of which Gulf States Utilities Company's coordinates are N
12,820.00, E 9,729.50;
THENCE Grid Bearing East 29.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,820.00, E
9,758.00;
THENCE Grid Bearing S 45 degrees 00' 00" E, 28.99 feet to a
point of which Gulf States Utilities Company's coordinates are N
12,799.50, E 9,779.00;
THENCE Grid Bearing South 29.00 feet to Point of which Gulf
States Utilities Company's coordinates are N 12,799.50, E
9,779.00;
THENCE Grid Bearing S 45 degrees 00' 00" W, 28.99 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,750.00, E 9,758.00;
THENCE Grid Bearing West 29.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,750.00, E
9,729.50;
THENCE Grid Bearing N 45 degrees 00' 00" W, 28.99 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,770.50, E 9,709.00;
THENCE Grid Bearing North 29.00 feet to a Point of Beginning
and containing 0.09 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 7 CLASS "B"
A certain tract or parcel of land containing 61.18 acres of
land being a part of Section 16 and 17, Township 9 South,
Range 9 West, Calcasieu Parish, Louisiana, said 61.18 acre
tract of land also being a part of that certain 1,288.12
acre tract of land purchased by Gulf States Utilities
Company from Krause and Managan Lumber Company, LTD. of
which deed is dated August 31, 1956, and is recorded in
Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing S 77 degrees 49' 41.5" E, 2142.54 feet to
Point of beginning of which Gulf States Utilities Company's
coordinates are N 12,170.00, E 9,359.50;
THENCE Grid Bearing East 65.50 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,170.00, E
9,425.00;
THENCE Grid Bearing South 170.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,000.00,
E 9,425.00;
THENCE Grid Bearing West 172.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,000.00,
E 9,253.00;
THENCE Grid Bearing North 63.5 feet to Point of which Gulf
States Utilities Company's coordinates are N 12,063.00, E
9,253.00;
THENCE Grid Bearing N 45 degrees 00' 00" E, 150.61 feet to
Point of Beginning and containing 0.54 acres of land, more
or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 8 CLASS "B"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing S 78 degrees 22' 40.7" E, 2215.34 feet to Point
of beginning of which Gulf States Utilities Company's
coordinates are N 12,165.00, E 9,483.50;
THENCE Grid Bearing East 35.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,165.00, E
9,518.50;
THENCE Grid Bearing South 25.00 feet to a point of which
Gulf States Utilities Company's coordinates are N.
12,140.00, E 9,518.50;
THENCE Grid Bearing West 35.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,140.00, E
9,483.50;
THENCE Grid Bearing North 25.00 feet to Point of Beginning
and containing .02 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 9 CLASS "B"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing N 71 degrees 30' 47.4" E, 1033.44 feet to
Point of beginning of which Gulf States Utilities Company's
coordinates are N 12,938.98, E 8,293.69;
THENCE Grid Bearing N 55 degrees 21' 52.3" E, 24.00 feet to a
point of which Gulf States Utilities Company's coordinates are N
12,952.62, E 8,313.44;
THENCE Grid Bearing S 34 degrees 22' 06.3" E, 60.06 feet to a
point of which Gulf States Utilities Company's coordinates are N
12,903.05, E 8,347.34;
THENCE Grid Bearing N 55 degrees 37' 54.1 " E, 36.00 feet to which
Gulf States Utilities Company's coordinates are N 12,923.37,
E 8,377.06;
THENCE Grid Bearing S 34 degrees 22' 05.9 " E, 300.00 feet to which
Gulf States Utilities Company's coordinates are N 12,675.74,
E 8,546.41;
THENCE Grid Bearing S 55 degrees 37' 54.1 " W, 33.00 feet to which
Gulf States Utilities Company's coordinates are N 12,657.11,
E 8,519.17;
THENCE Grid Bearing S 34 degrees 22' 05.9" W, 30.00 feet to which
Gulf States Utilities Company's coordinates are N 12,632.35,
E 8,536.11;
THENCE Grid Bearing S 55 degrees 37' 54.1 " W, 8.00 feet to which
Gulf States Utilities Company's coordinates are N 12,627.84,
E 8,529.50;
THENCE Grid Bearing S 34 degrees 22' 05.9", E, 388.69 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,307.00, E 8,748.92;
THENCE Grid Bearing East 804.07 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,307.00,
E 9,553.00;
THENCE Grid Bearing South 52.50 feet to a point which Gulf
States Utilities Company's coordinates are N 12,254.50, E
9,553.00;
THENCE Grid Bearing West 34.00 feet to a point which Gulf
States Utilities Company's coordinates are N 12,254.50, E
9,518.50;
THENCE Grid Bearing South 1.50 feet to a point which Gulf
States Utilities Company's coordinates are N 12,253.00, E
9,518.50;
THENCE Grid Bearing West 681.84 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,253.00,
E 8,836.66;
THENCE Grid Bearing South 134.20 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,118.80,
E 8,836.66;
THENCE Grid Bearing East 19.34 feet to a point of which Gulf
States Utilities Company's coordinates are N 12,118.80, E
8,856.00;
THENCE Grid Bearing South 49.97 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,068.83,
E 8,856.00;
THENCE Grid Bearing West 152.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,068.83,
E 8,704.00;
THENCE Grid Bearing North 122.67 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,191.50,
E 8,704.00;
THENCE Grid Bearing East 53.31 feet to a point which Gulf
States Utilities Company's coordinates are N 12,191.50, E
8,757.31;
THENCE Grid Bearing North 55.40 feet to a point which Gulf
States Utilities Company's coordinates are N 12,246.90, E
8,757.31;
THENCE Grid Bearing N 34 degrees 22' 05.9" W, 40 feet to a
point of which Gulf States Utilities Company's coordinates are
N 12,297.92, E 8,734.73;
THENCE Grid Bearing N 55 degrees 37' 54.1 " E, 0.84 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,280.40, E 8,735.43;
THENCE Grid Bearing N 59 degrees 29' 19.5" W, 334.02 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,449.99, E 8,447.66;
THENCE Grid Bearing S 30 degrees 30' 40.5" W, 19.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,433.61, E 8,438.01;
THENCE Grid Bearing N 59 degrees 29' 19.5" W, 28.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,447.83, E 8,413.88;
THENCE Grid Bearing N 30 degrees 30' 40.5" E, 50.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,490.91, E 8,439.27;
THENCE Grid Bearing S 59 degrees 29' 19.5" E, 28.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,476.69, E 8,463.39;
THENCE Grid Bearing S 30 degrees 30' 40.5", 19.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,460.32, E 8,453.75;
THENCE Grid Bearing S 59 degrees 29' 19.5" E, 339.65 feet to a
point of which Gulf States Utilities Company's coordinates N
12,287.88, E 8,746.37;
THENCE Grid Bearing N 55 degrees 37' 54.1" E, 0.90 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,288.39, E 8,747.11;
THENCE Grid Bearing N 34 degrees 22' 06" W, 403.03 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,621.06, E 8,519.60;
THENCE Grid Bearing S 55 degrees 37' 54.1 " W, 10.00 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,615.42, E 8,511.34;
THENCE Grid Bearing N 34 degrees 22' 05.9" W, 30.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,640.18, E 8,494.41;
THENCE Grid Bearing S 55 degrees 37' 54.1" W, 33.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,621.55, E 8,467.17;
THENCE Grid Bearing N 34 degrees 22' 05.9" W, 300.00 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,869.18, E 8,297.82;
THENCE Grid Bearing N 55 degrees 37' 54.1" E, 36 feet to a point
which Gulf States Utilities Company's coordinates are N
12,889.50, E 8,327.53;
THENCE Grid Bearing N 34 degrees 22' 05.5" W, 59-94 feet to Point
of Beginning and containing 2.46 acres of land, more or
less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 10 CLASS "C"
A certain tract or parcel of land containing 61.18 acres of
land being a part of Section 16 and 17, Township 9 South,
Range 9 West, Calcasieu Parish, Louisiana, said 61.18 acre
tract of land also being a part of that certain 1,288.12
acre tract of land purchased by Gulf States Utilities
Company from Krause and Managan Lumber Company, LTD. of
which deed is dated August 31, 1956, and is recorded in
Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing N 29 degrees 17' 59.5" E, 1060.36 feet to Point
of beginning of which Gulf States Utilities Company's
coordinates are N 13,536.00, E7,832.50;
THENCE Grid Bearing East 80.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 13,536.00, E
7,912.50;
THENCE Grid Bearing South 12.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 13,524.00,
E 7,912.50;
THENCE Grid Bearing East 24.00 feet to a point of which Gulf
States Utilities Company's coordinates are N 13,524.00, E
7,936.50;
THENCE Grid Bearing South 25.69 feet to a point of which
Gulf States Utilities Company's coordinates are N 13,498.30,
E 7,936.50;
THENCE Grid Bearing S 34 degrees 38' 07.7" E, 627.21 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,982.24, E 8,292.98;
THENCE Grid Bearing N 55 degrees 21' 52.3" E, 6.00 feet to a
point of which Gulf States Utilities Company's coordinates are N
12,985.65, E 8,297.92;
THENCE Grid Bearing S 34 degrees 38' 07.7" E, 36.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,956.03, E 8,313.38;
THENCE Grid Bearing S 55 degrees 21' 52.3" W, 36.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,935.57, E 8,288.76;
THENCE Grid Bearing N 34 degrees 38' 07.7" W, 7.14 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,941.45, E 8,284.70;
THENCE Grid Bearing S 55 degrees 49' 30.4" W, 189.20 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,835.17, E 8,128.16;
THENCE Grid Bearing N 34 degrees 10' 29.6" W, 14.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,846.75, E 8,120.30;
THENCE Grid Bearing N 55 degrees 49' 30.4" E, 189.20 feet to a
point of which Gulf States Utilities Company's coordinates
are N 12,952.97, E 8,276.74;
THENCE Grid Bearing N 55 degrees 21' 52.3" E, 6.00 feet to a point
of which Gulf States Utilities Company's coordinates are N
12,968.60, E 8,273.23;
THENCE Grid Bearing N 34 degrees 38' 07.7" W, 621.55 feet to a
point of which Gulf States Utilities Company's coordinates
are N 13,480.00, E 7,919.97;
THENCE Grid Bearing West 87.47 feet to a point of which Gulf
States Utilities Company's coordinates are N 13,480.00, E
7,832.50;
THENCE Grid Bearing North 56.00 feet to Point of Beginning
and containing .56 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 11 CLASS "C"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of and purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing N 17 degrees 44' 49.1" E, 775.62 feet to
Point of beginning of which Gulf States Utilities Company's
coordinates are N 13,350.00, E 7,550.00;
THENCE Grid Bearing East 400.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 13,350.00,
E 7,950.00;
THENCE Grid Bearing South 440.47 feet to a point of which
Gulf States Utilities Company's coordinates are N 12,909.50,
E 7,950.00;
THENCE Grid Bearing S 35 degrees 21' 33" E, 881.29 feet to a
point of which Gulf States Utilities Company's coordinates are N
12,190.81, E 8,460.00;
THENCE Grid Bearing South 360.81 feet to a point of which
Gulf States Utilities Company's coordinates are N 11,830.00,
E 8,460.00;
THENCE Grid Bearing West 910.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 11,830.00,
E 7,550.00;
THENCE Grid Bearing North 1,520.00 feet to Point of
Beginning and containing 22.39 acres of land, more or less.
NOTE: True north and grid north are identical.
<PAGE>
EXHIBIT "C"
NELSON #6
TRACT 12 CLASS "C"
A certain tract or parcel of land containing 61.18 acres of
land and being a part of Section 16 and 17, Township 9
South, Range 9 West, Calcasieu Parish, Louisiana, said 61.18
acre tract of land also being a part of that certain
1,288.12 acre tract of land purchased by Gulf States
Utilities Company from Krause and Managan Lumber Company,
LTD. of which deed is dated August 31, 1956, and is recorded
in Conveyance Book 625, Page 277, of the Deed Records of
Calcasieu Parish, Louisiana, and a part of that certain
13.34 acre tract of land purchased by Gulf States Utilities
Company from Ira B. Garrell, et al. of which deed is dated
September 27, 1957, and is recorded in Conveyance Book 651,
Page 81, of the Deed of Records of Calcasieu Parish,
Louisiana, said 61.18 acre tract of land being described as
follows:
BEGINNING at Gulf States Utilities Company concrete monument
marking the common corner between Sections 8, 9, 16 and 17,
Township 9 South, Range 9 West, said concrete monument
having Gulf States Utilities Company's local grid coordinate
values of N 12, 611.29, E 7,313.58;
THENCE Grid Bearing S 00 degrees 24' 31 " E, with the west
line of said Section 16, 2,859.31 feet to Point of Beginning of
which Gulf States Utilities Company's coordinates are N
9,752.00, E 7,333.30;
THENCE Grid Bearing East 2,566.70 feet to a point of which
Gulf States Utilities Company's coordinates are N 9,752.00,
E 9,900.00;
THENCE Grid Bearing South 602.00 feet to a point of which
Gulf States Utilities Company's coordinates are N 9,150.00,
E 9,900.00;
THENCE Grid Bearing West 942.20 feet to a point of which
Gulf States Utilities Company's coordinates are N 9,150.00,
E 8,957.80;
THENCE Grid Bearing S 23 degrees 41' 21.5" W, 533.23 feet to a
point of which Gulf States Utilities Company's coordinates
are N 8,661.70, E 8,743.56;
THENCE Grid Bearing S 89 degrees 37' 06" W, 1,406.00 feet to a
concrete monument Gulf States Utilities Company's
coordinates are N 8,652.33, E 7,337.59;
THENCE Grid Bearing N 0 degrees 13' 08" W, 1,099.67 feet to a
Point of Beginning and containing 52.58 acres if land, more or
less.
NOTE: True north and grid north are identical.
Note to Exhibit "C":
See Exhibit B for ownership of the described Tracts 1
through 12 subject to the Joint Ownership Participation and
Operating Agreement.
An undivided twenty percent (20%) ownership interest in the
facilities described below:
1. Electrical Switchgear Building for Fly and Bottom Ash. This
building will house the electrical and control equipment for the
Fly and Bottom Ash Disposal System. FERC Acc. No. 311.
2. Gasoline and Diesel Fueling Stations. Two separate fueling
stations will be provided. One for diesel located near the coal
and ash disposal equipment maintenance facility and one for
gasoline located near the spare parts warehouse. FERC Acc. No.
311.
3. Drainage Ditch System. This is a system of ditches which
will provide for the runoff of rainwater from the facility. FERC
Acc. No. 311.
4. Roads. This is a system of roads which are provided for
plant operation. FERC Acc. No. 311.
5. Road Lighting System. This is a system which will provide
lighting for the roads. FERC Acc. No. 311.
6. Fencing and Guardhouses. This is a system of fencing and
guardhouses which will provide security for the facility. FERC
Acc. No. 311.
7. Railroad Spurs. These are two spurs which connect to the
existing railroad and will provide rail service to the power
block and ash collecting area of Unit No. 6 and No. 5. FERC Acc.
No. 311.
8. Fire Protection System. This includes equipment such as
fire pumps, pump structure, piping, valves and control system to
provide fire protection for the facility. FERC Acc. Nos. 311 and
316.
9. Chlorination System for the Cooling Tower. This system
includes building and chlorination equipment to provide treatment
of the cooling tower water. FERC Acc. No. 311 and 314.
10. Gas Storage Facility. (C02H2N2) This facility consists of
a dock and building to provide storage of Carbon Dioxide,
Hydrogen and Nitrogen Gases. FERC Acc. No. 311.
11. Chemical Feed System. This system of piping, valves,
storage tanks and pumps will be used to add chemicals to treat
the boiler condensate water. FERC Acc. No. 312.
12. Wash Water System. This is a system of piping, valves,
pumps and control system to provide water to wash down the power
block areas requiring water for clean up. FERC Acc. No. 311.
13. Oily Waste Separator System. There will be a system of oil
separators to provide oil separation from waste water before
discharge. FERC Acc. No. 311.
14. Start-Up Boiler Feed Pump. This pump will be uses to fill
and supply the boiler with water during start-up conditions.
FERC Acc. No. 312.
15. Elevator. This facility will provide elevator service to
the boiler and turbine structures. FERC Acc. No. 311.
16. Turbine Bridge Crane. This crane will service the turbine-
generator and other equipment located in the TG building during
periods of maintenance. FERC Acc. No. 311.
17. Stack. This facility consists of a single concrete outer
shell with a separate brick flue for Unit No. 6 and No. 5. FERC
Acc. No. 312.
18. Emergency Generator. This generator will supply power to the
major control systems and other critical equipment to allow for
an orderly shutdown of the plant in case of a loss of outside
power.
19. Turbine Lube Oil Storage and Reclaim System. This system
consists of storage tanks piping, valves, filters, pumps, and
control equipment to store and reclaim the turbine and generator
lube oil. FERC Acc. No. 314.
20. Warm Up and Ignitor Pumps. These pumps and associated
equipment provide oil for the boiler warm up and ignitor service.
FERC Acc. No. 312.
21. Reserve Transformers. These transformers provide power to
the unit in case of a failure of the normal station service
transformer, and for start up. FERC Acc. No. 315.
22. Battery Room. This room will house the battery for
emergency DC power for the control systems and other critical
equipment. FERC Acc. Nos. 311 and 315.
23. Switchgear Rooms. These rooms will house the electrical
switchgear for the facility. FERC Acc. Nos. 311 and 315.
24. Control Room Complex. This complex consists of the main
control room, computer room, cable shaft, sample room, instrument
repair shop, cable spreading room, and operational office. This
complex will house the equipment required for centralized control
of the unit. FERC Acc. No. 311.
25. Coal Handling Facilities. From the output of transfer tower
No. 1 to Units No. 6 band No. 5. FERC Acc. No. 311.
26. Spare Parts. Held only for Nelson Coal Unit No. 6 and
Nelson coal Unit No. 5.
27. Coal Handling System. Includes railroad, rotary dumper,
conveyor system to and including transfer tower No. 1. FERC Acc.
No. 312.
28. Permanent Parking Lot. This is an area provided for parking
of employee cars. FERC Acc. No. 311.
29. Condensate Transfer Pumps. This is a system of piping,
valves and pumps and control system to allow the transfer to
condensate make up water from Unit No. 6 storage tank to other
storage tanks. FERC Acc. No. 312
30. Coal and Ash Disposal Equipment Maintenance Facilities.
This is a facility which will house the personnel and equipment
to maintain the mobile coal and ash handling equipment. The
control room for the coal reclaim system is located on the top
floor of this facility. FERC Acc. Nos. 311 and 312.
31. Consolidated Shop and Office Building. This is the building
which houses the supervisory, operating, and maintenance
personnel. It also includes the shop equipment such as lathes,
air compressor, milling machine, bank saw, drill press, and other
related equipment. FERC Acc. No. 311.
32. Spare Parts Warehouse. This facility will provide office
and warehouse space for personnel and equipment. FERC Acc. No.
311.
33. Construction Warehouse. This warehouse will be used by
construction for the construction of Units 6 and 5. After
construction it will become part of the permanent plant for Units
6 and 5.
STATE OF LOUISIANA
EXHIBIT B-3
PARISH OF CALCASIEU
ASSIGNMENT OF NON-EXCLUSIVE
PREDIAL SERVITUDE
KNOW ALL MEN BY THESE PRESENTS:
WHEREAS, by document dated June 6, 1980, as subsequently
amended, ENTERGY GULF STATES, INC., a Texas Corporation,
hereinafter called "GULF STATES", SAM RAYBURN MUNICIPAL POWER
AGENCY, hereinafter called "SRMPA", and SAM RAYBURN G&T ELECTRIC
COOPERATIVE, INC., hereinafter called "SRG&T" entered into a
Joint Ownership Participation and Operating Agreement, as
heretofore or hereinafter amended from time to time, hereinafter
called "AGREEMENT", for Gulf States' Nelson Station Coal-Unit No.
6, hereinafter called "NELSON 6", all as can be more effectively
seen by review of the Agreement recorded in Conveyance Book 1693,
Page 756, et seq., in Book 2041, Page 346, et seq., and in Book
2308, Page 530, et seq., of the records of Calcasieu Parish,
Louisiana, and Amendment No. 5 filed simultaneously herewith; and
WHEREAS, in connection with the Agreement, an undivided
ownership interest in certain lands and facilities associated
with the use and operation of Nelson 6 was conveyed by GULF
STATES to SRMPA by certain Deeds, or Sales hereinafter
collectively called "DEEDS", recorded in Conveyance Book 1693,
Page 760 et seq., in Conveyance Book 2041, Page 356, et seq., and
in Conveyance Book 2308, Page 0555, et seq., of the records of
Calcasieu Parish, Louisiana, which lands are more particularly
described in Exhibit "1" attached to the Confirmation and
Ratification of Non-Exclusive Predial Servitude recorded in
Conveyance Book 2308, Page 562, et seq., of the records of
Calcasieu Parish, Louisiana.
WHEREAS, in connection with the Agreement, an undivided
ownership interest in certain lands and facilities associated
with the use and operation of Nelson 6 was conveyed by SRMPA to
VINTON PUBLIC POWER AUTHORITY hereinafter called "VPPA", by
certain Deeds, or Sales hereinafter collectively called "DEEDS",
recorded in Conveyance Book 2334, Page 346 et seq., and in
Conveyance Book 2334, Page 349, of the records of Calcasieu
Parish, Louisiana, which lands are more particularly described in
Exhibit "1" attached to the Confirmation and Ratification of Non-
Exclusive Predial Servitude recorded in Conveyance Book 2308,
Page 562, et seq., of the records of Calcasieu Parish, Louisiana.
NOW THEREFORE, VPPA does by these presents assign, set over,
transfer and convey unto _______________________________________,
hereinafter called "VENDEE", all of its right, title and interest
in and to the Non-Exclusive Predial Servitude recorded in
Conveyance Book 2334, Page 372, et seq., of the records of
Calcasieu Parish, Louisiana, the entire terms of which are
incorporated herein by reference as if written herein in extenso.
VENDEE, VPPA, SRG&T and GULF STATES acknowledge that the Non-
Exclusive Predial Servitude and the Easement rights subject to
said agreement are burdened with the respective obligations of
the parties to one another as set forth in the Agreement and that
said obligations constitute real rights, as servitudes and
covenants which run with the land and bind their respective
successors in interest.
Without limiting the generality of the foregoing sentence,
VENDEE, VPPA, SRG&T and GULF STATES acknowledge that the Non-
Exclusive Predial Servitude is subject to all rights reserved to
the Project Manager under the Agreement with respect to the
Excepted Facilities, including but not limited to the right to
determine when and to what extent the Excepted Facilities may be
placed in service in connection with other units for the benefit
of GULF STATES.
Nothing herein provided is intended to revoke, modify or
amend the obligations of the parties set forth in the Agreement
dated June 6, 1980, as amended, or any other deeds or documents
issued pursuant thereto, or the Non-Exclusive Predial Servitude
above described.
The parties further acknowledge that Gulf States Properties
as defined in the Servitude recorded in Conveyance Book 2308,
Page 562, et seq., are subject to existing servitudes,
agreements, leases and other agreements, and GULF STATES shall be
entitled to subsequently grant servitudes, leases, other
agreements and encumbrances arising hereinafter affecting the
ownership of the interest of GULF STATES in the lands and
facilities subject to the Servitude, so long as such servitudes,
leases, other agreements and encumbrances are in conformity with
and subject to the rights granted the Non-Exclusive Predial
Servitude.
AND NOW INTERVENES into this Agreement comes GULF STATES and
SAM RAYBURN G&T ELECTRIC COOPERATIVE, INC., each of which
acknowledges and consents to the Assignment of Interest.
<PAGE>
IN WITNESS WHEREOF, this Assignment of Non-Exclusive Predial
Servitude has been executed by VPPA in Vinton, Louisiana, in the
presence of the undersigned attesting witnesses on this _______
of _________________ 1998.
WITNESSES: VINTON PUBLIC POWER AUTHORITY,
By:
Raywood LeMaire, President
IN WITNESS WHEREOF, this Assignment of Non-Exclusive Predial
Servitude has been executed by the VENDEE,
_________________________________ in ________________,
__________________ in the presence of the undersigned attesting
witnesses on this __________ day
of________________________________.
WITNESSES: VENDEE
By:
<PAGE>
IN WITNESS WHEREOF, this Assignment has been acknowledged
and consented to by ENTERGY GULF STATES, INC., at The Woodlands,
Texas, in the presence of the undersigned attesting witnesses, on
this 15th day of September, 1998.
WITNESSES: ENTERGY GULF STATES, INC.
By:
James F. Kenney, Vice
President
IN WITNESS WHEREOF, this Assignment has been acknowledged
an(consented to by SAM RAYBURN G & T ELECTRIC COOPERATIVE, INC.,
at Livingston, Texas, in the presence of the undersigned
attesting witnesses, on this 10th day of September, 1998.
WITNESSES: SAM RAYBURN G & T ELECTRIC
COOPERATIVE, INC.
By:
H.E. Striedel, President
<PAGE>
STATE OF TEXAS
COUNTY OF __________________________
On this ________ day of _____________, __________, before
me appeared _______________________, to me personally known, who,
being by me duly sworn did say that he is the ________________of
_______________, the Vendee, and that said instrument was signed
on behalf of said Vendee Corporation by authority of its Board of
Directors and said ______________________ acknowledged said
instruments to be the free act and deed of said Vendee
Corporation.
IN WITNESS WHEREOF, I affix my official signature and seal
of office at ________________________, __________________, on the
day, month and year above written.
Notary Public
<PAGE>
STATE OF LOUISIANA
CALCASIEU PARISH
On this ____ day of ________________ 1998, before me
appeared Raywood LeMaire, to me personally known, who, being by
me duly sworn, did say that he is the President of VINTON PUBLIC
POWER AUTHORITY, and that said instrument was signed on behalf of
said municipal entity by authority of its Board of Directors and
said Raywood LeMaire acknowledged said instruments to be the free
act and deed of said municipal entity.
IN WITNESS WHEREOF, I affix my official signature and seal
of office at Vinton, Louisiana, on the day, month and year above
written.
Notary Public
<PAGE>
STATE OF TEXAS
COUNTY OF _________________
On this ____ day of __________ before me appeared James F.
Kenny, to me personally known, who, being by me duly sworn, did
say that he is the Vice President of ENTERGY GULF STATES, INC.,
that said instrument was signed on behalf of said Corporation by
authority of its Board of Directors and said James F. Kenny
acknowledged said instruments to be the free act and deed of said
Corporation.
IN WITNESS WHEREOF, I affix my official signature and seal
of office at ________________________, Texas on the day, month
and year above written.
Notary Public
<PAGE>
STATE OF TEXAS
COUNTY OF __________________________
On this 10th day of September, 1998, before me appeared H.E.
STRIEDEL, to me personally known, who, being by me duly sworn,
did say that he is the President of SAM RAYBURN G & T ELECTRIC
COOPERATIVE, INC., and that said instrument was signed on behalf
of said Cooperative Corporation by authority of its Board of
Directors and said H.E. Striedel acknowledged said instruments to
be the free act and deed of said Cooperative Corporation.
IN WITNESS WHEREOF, I affix my official signature and seal
of office at _________________________, Texas on the day, month
and year above written.
Notary Public
EXHIBIT B-4
FIFTH AMENDMENT TO THE JOINT OWNERSHIP
PARTICIPATION AND OPERATING AGREEMENT
WHEREAS, Vinton Public Power Authority ("VPPA") is
selling its undivided ownership interest in Unit No. 6 and
an undivided interest in the related Excepted Facilities
located at the Roy S. Nelson Generating Station, West Lake,
Calcasieu Parish, Louisiana, to the Entergy Power, Inc.
("EPI") or its nominee under a Sales Agreement dated as of
November 5th, 1998.
WHEREAS, VPPA's sale of its 20% undivided interest is
made to EPI or its designated nominee, in escrow, pursuant
to EPI's Right of First Refusal and Option to Purchase to be
exercised as specified in the Capacity Sales Agreement, of
even date, upon the Effective Date within five years from
the date of the Sales Agreement, and filed for registration
by the Escrow Agent as specified in the Escrow Sales
Agreement, of even date.
WHEREAS, Entergy Gulf States, Inc. ("EGS") and the Sam
Rayburn G&T Electric Cooperative ("SRG&T") agree to the
aforesaid transfer and accept EPI or its nominee as a Co-
owner with full rights under the Joint Ownership
Participation and Operating Agreement, dated as of June 6,
1980, as heretofore and hereby amended ("JOA");
NOW, THEREFORE, in consideration of their mutual
agreements, and for other good and valuable consideration
acknowledged to be in hand received, the parties hereto
undertake and agree as follows:
Section 1. In accord with Section 6.8 of the JOA,
EGS and SRG&T, by their subscriptions hereto, expressly
waive their respective rights to formal offer, to
presentation of contract, and of first refusal to acquire
the interest transferred to EPI or its nominee by VPPA, for
the said transaction only, and EGS and SRG&T hereby
expressly reserve and retain such rights to offer,
presentation, and first refusal for any and all future
transactions with the undivided interest transferred to EPI
or its nominee by VPPA; provided, that (a) neither VPPA nor
its Agent SRMPA are in default on any obligations under the
JOA, or any power interconnection or supply agreements
between VPPA and/or SRMPA and EGS or Entergy Services, Inc.
(ESI), and (b) the terms and conditions of such acquisition
by EPI or its nominee will not increase any costs or
obligations of EGS or SRG&T under the JOA or
interconnections or power supply agreements between EGS and
SRG&T, ESI and SRG&T, or EPI and SRG&T.
Section 2. In accord with Section 6.11 of the JOA,
EPI and its nominee accept the undivided interest previously
held by VPPA for all purposes of the JOA and accept the
obligations of VPPA and its agent SRMPA pursuant to the JOA
and hereby agrees to be bound as a Co-owner under the
provisions of the JOA applicable to the undivided ownership
interest acquired from VPPA. Further, EPI and its nominee
agree, whichever is the Co-owner, has joint and several
liability as Co-owners as to obligations presently existing
or hereafter arising with respect to such interest. The
sale by VPPA to EPI shall not in any way release or relieve
VPPA or its agent SRMPA of any of its obligations under the
JOA.
Section 3. In accord with Section 6.14 of the JOA,
EGS, SRG&T and EPI expressly confirm and acknowledge that
the covenants and obligations of the JOA run with each
party's ownership interest in Unit No. 6 and shall inure to
and be binding upon the Co-owners and all successor to and
assigns of their respective ownership interests.
Section 4. EPI hereby warrants to EGS and to SRG&T
that its nominee will execute this Amendment 5 and be fully
bound hereunder.
Section 5. EPI and its nominee hereby warrant and
represent that all easements, servitudes and dedications by
SRMPA as a Co-owner under the JOA or otherwise with respect
to the 20% undivided ownership interest in Unit No. 6 and
the undivided ownership interest in the related Excepted
Facilities sold to EPI or its nominee shall remain in full
force and effect and shall be fully enforceable against EPI
and its nominee. EPI and its nominee agree to duly
authorize, execute and deliver any instruments in recordable
form reasonably requested by EGS to confirm and perfect such
easements, servitudes and dedications and to cause them to
be and to remain in effect for the benefit of EGS and SRG&T,
as appropriate. This Amendment shall have no force and
effect for EPI's nominee until executed by said nominee.
Section 6. The agreement by EGS to this Amendment
and to other amendments and contracts with VPPA and its
agent SRMPA is not intended to waive any pre-existing rights
or claims which EGS may have with respect to any and all
such contracts.
IN WITNESS WHEREOF, the parties hereto have caused this
Fifth Amendment to be Joint Ownership and Operating
Agreement to be executed by their duly authorized
representatives this 5th day of November, 1998.
VINTON PUBLIC POWER AUTHORITY ENTERGY GULF STATES, INC.
BY: /s/Raywood LeMaire BY: /s/James F. Kenney
Raywood LeMaire James F. Kenney
President Vice President, ESI Agent
for EGS
ATTEST: ATTEST:
/s/Melba Landry /s/
Melba Landry
Secretary
ENTERGY POWER, INC. SAM RAYBURN G&T ELECTRIC COOPERATIVE
BY: /s/Shahid J. Malik BY: /s/H.E. Striedel
Shahid J. Malik H.E. Striedel
President & CEO President
ATTEST: ATTEST:
/s/Christopher J. Bernard /s/Melisa Walters
Christopher J. Bernard Melisa Walters
Assistant Secretary
SAM RAYBURN MUNICIPAL
POWER AGENCY
BY: /s/Ben R. Ogletree
Ben R. Ogletree
President
ATTEST:
/s/R.C.Horn
R.C. Horn
Secretary
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<SUBSIDIARY>
<NUMBER> 023
<NAME> ENTERGY CORPORATION AND SUBSIDIARIES
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 15,279,368 15,279,368
<OTHER-PROPERTY-AND-INVEST> 1,745,087 1,745,087
<TOTAL-CURRENT-ASSETS> 3,952,809 3,952,809
<TOTAL-DEFERRED-CHARGES> 2,420,562 2,420,562
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 23,397,826 23,397,826
<COMMON> 2,470 2,470
<CAPITAL-SURPLUS-PAID-IN> 4,634,412 4,634,412
<RETAINED-EARNINGS> 2,852,718 2,852,718
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,312,420 7,312,420
304,650 304,650
488,454 488,454
<LONG-TERM-DEBT-NET> 6,504,287 6,504,287
<SHORT-TERM-NOTES> 665 665
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 316,735 316,735
0 0
<CAPITAL-LEASE-OBLIGATIONS> 232,944 232,944
<LEASES-CURRENT> 175,964 175,964
<OTHER-ITEMS-CAPITAL-AND-LIAB> 8,061,707 8,061,707
<TOT-CAPITALIZATION-AND-LIAB> 23,397,826 23,397,826
<GROSS-OPERATING-REVENUE> 8,592,875 8,592,875
<INCOME-TAX-EXPENSE> 403,423 403,423
<OTHER-OPERATING-EXPENSES> 7,309,758 7,309,758
<TOTAL-OPERATING-EXPENSES> 7,309,758 7,309,758
<OPERATING-INCOME-LOSS> 1,283,117 1,283,117
<OTHER-INCOME-NET> 524,208 524,208
<INCOME-BEFORE-INTEREST-EXPEN> 1,807,325 1,807,325
<TOTAL-INTEREST-EXPENSE> 550,328 550,328
<NET-INCOME> 853,574 853,574
42,114 42,114
<EARNINGS-AVAILABLE-FOR-COMM> 811,460 811,460
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000065984
<NAME> ENTERGY CORPORATION
<SUBSIDIARY>
<NUMBER> 022
<NAME> ENTERGY CORPORATION
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 7,135,883 7,135,883
<TOTAL-CURRENT-ASSETS> 176,546 176,546
<TOTAL-DEFERRED-CHARGES> 52,542 52,542
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 7,364,971 7,364,971
<COMMON> 2,470 2,470
<CAPITAL-SURPLUS-PAID-IN> 4,634,413 4,634,413
<RETAINED-EARNINGS> 2,810,003 2,810,003
<TOTAL-COMMON-STOCKHOLDERS-EQ> 7,269,706 7,269,706
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 95,265 95,265
<TOT-CAPITALIZATION-AND-LIAB> 7,364,971 7,364,971
<GROSS-OPERATING-REVENUE> 852,763 852,763
<INCOME-TAX-EXPENSE> (3,870) (3,870)
<OTHER-OPERATING-EXPENSES> 83,282 83,282
<TOTAL-OPERATING-EXPENSES> 83,282 83,282
<OPERATING-INCOME-LOSS> 769,481 769,481
<OTHER-INCOME-NET> 0 0
<INCOME-BEFORE-INTEREST-EXPEN> 769,481 769,481
<TOTAL-INTEREST-EXPENSE> 8,874 8,874
<NET-INCOME> 756,737 756,737
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 756,737 756,737
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<CIK> 0000869254
<NAME> ENTERGY POWER, INC.
<SUBSIDIARY>
<NUMBER> 030
<NAME> ENTERGY POWER INC.
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PRO-FORMA
<TOTAL-NET-UTILITY-PLANT> 65,671 65,671
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 67,557 67,557
<TOTAL-DEFERRED-CHARGES> 0 0
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 133,228 133,228
<COMMON> 55 55
<CAPITAL-SURPLUS-PAID-IN> 144,950 144,950
<RETAINED-EARNINGS> (48,821) (48,821)
<TOTAL-COMMON-STOCKHOLDERS-EQ> 96,184 98,184
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 0 0
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 37,044 37,044
<TOT-CAPITALIZATION-AND-LIAB> 133,228 133,228
<GROSS-OPERATING-REVENUE> 76,553 76,553
<INCOME-TAX-EXPENSE> 5,348 5,348
<OTHER-OPERATING-EXPENSES> 70,115 70,115
<TOTAL-OPERATING-EXPENSES> 70,115 70,115
<OPERATING-INCOME-LOSS> 6,438 6,438
<OTHER-INCOME-NET> 6,967 6,967
<INCOME-BEFORE-INTEREST-EXPEN> 13,405 13,405
<TOTAL-INTEREST-EXPENSE> 0 0
<NET-INCOME> 13,383 13,383
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 8,035 8,035
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 0 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
EXHIBIT H
[Form of Notice of Proposed Transactions]
UNITED STATES OF AMERICA
before the
SECURITIES AND EXCHANGE COMMISSION
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
Release No. 35- ___________/ File No. 70- ____________
In the Matter of :
:
ENTERGY POWER, INC. :
ENTERGY CORPORATION :
:
:
NOTICE OF APPLICATION CONCERNING PROPOSED SALES OF UTILITY ASSETS
Entergy Corporation ("Entergy"), 639 Loyola Avenue, New
Orleans, Louisiana 70113, a registered holding company, and
Entergy Power, Inc. ("EPI"), Parkwood Two Building, 10055
Grogan's Mill Road, Suite 500, The Woodlands, Texas 77380, a
wholly-owned subsidiary of Entergy, have filed an application-
declaration pursuant to Sections 9(a), 10 and 11 of the Act and
Rules 51 and 54 thereunder.
Pursuant to an order of the Commission dated August 27, 1990
(the "1990 Order"), Entergy formed EPI to participate as a
supplier of electricity at wholesale to non-associate companies
in bulk power markets. In accordance with the 1990 Order, EPI
acquired the ownership interests of its associate company,
Entergy Arkansas, Inc., in (1) Unit No. 2 of the Independence
Steam Electric Generating Station ("ISES 2") and (2) Unit No. 2
of the Ritchie Steam Electric Generating Station ("Ritchie 2").
EPI's ownership interests in ISES 2 and Ritchie 2 represented, at
the time they were acquired, an aggregate of 809 megawatts of
electric generating capacity. In 1996 and 1998, EPI sold
portions of its undivided ownership interest in ISES 2 to two non-
affiliates, so that EPI currently owns a total of 665 MW of
generating assets. EPI owns its undivided interest in ISES 2 as
tenant in common with its associate company, Entergy Mississippi,
Inc. (which has a 25% undivided interest in ISES 2) and the other
co-owners.
In conjunction with certain power supply arrangements
recently concluded among EPI, its affiliate, Entergy Power
Marketing Corp. and Sam Rayburn Municipal Power Agency, a
political subdivision of the State of Texas, EPI acquired an
option to purchase from Vinton Public Power Authority, a public
power authority in the State of Louisiana, a 20% undivided
ownership interest in Unit No. 6 of the Roy S. Nelson Generating
Station ("Nelson 6") and certain related assets (the "Nelson 6
Ownership Interest"). Nelson 6 is a coal-fired, steam electric
generating facility located in Westlake, Calcasieu Parish,
Louisiana. Nelson 6 currently is owned 70% by Entergy Gulf
States, Inc., 10% by Sam Rayburn Generation and Transmission
Cooperative, and 20% by VPPA. EPI proposes, subject to the
receipt of Commission approval, to exercise the option and
acquire the Nelson 6 Ownership Interest. Following its
acquisition of the Nelson 6 Ownership Interest, EPI will continue
to be principally engaged in the business of marketing and
selling electric generating capacity and energy to non-associate
purchasers in wholesale transactions, in accordance with the 1990
Order.
The application-declaration and any amendments thereto are
available for public inspection through the Commission's Office
of Public Reference. Interested persons wishing to comment or
request a hearing should submit their views in writing no later
than [__________, 1999], to the Secretary, Securities and
Exchange Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and serve a copy on the applicants-declarants at the
addresses specified above. Proof of service (by affidavit or, in
the case of an attorney at law, by certificate) should be filed
with the request. Any request for a hearing shall identify
specifically the issues of fact or law that are disputed. A
person who so requests will be notified of any hearing, if
ordered, and will receive a copy of any notice or order issued in
this matter. After said date, the application-declaration, as
filed or as it may be amended, may be granted and/or permitted to
become effective.
For the Commission, by the Office of Public Utility
Regulation, pursuant to delegated authority.
[NAME OF SECRETARY]
[Secretary]
EXHIBIT I-1
[Letterhead of Sam Rayburn Municipal Power Agency]
June 21, 1999
Catherine A. Fisher
Assistant Director
Office of Public Utility Regulation
Securities and Exchange Commission
450 Fifth Street, N.W. 20549
Re: Entergy Power, Inc.
Proposed Acquisition of Interest in Nelson 6
Dear Ms. Fisher:
Sam Rayburn Municipal Power Agency ("SRMPA") is writing to
express its support for the transactions proposed by Entergy
Power, Inc. ("EPI") in the Application-Declaration on Form U-1
(the "Application") to be filed with you under the Public Utility
Holding Company Act of 1935, as amended, whereby EPI will acquire
a 20% undivided ownership interest in Unit No. 6 of the Roy S.
Nelson Electric Generating Station ("Nelson 6").
As discussed in the Application, the completion of EPI's
acquisition of the Nelson 6 interest in due course is an
important element of SRMPA's plan for meeting the future power
requirements of the cities it serves on a more cost-effective
basis. Therefore, SRMPA respectfully request that you take all
action necessary to expedite your approval of the Application.
We appreciate your prompt consideration of this matter.
Very truly yours,
/s/ Sam Gordon
Sam Gordon
Vice-President
EXHIBIT I-2
[Letterhead of Vinton Public Power Authority]
Catherine A. Fisher
Assistant Director
Office of Public Utility Regulation
Securities and Exchange Commission
450 Fifth Street, N.W. 20549
Re: Entergy Power, Inc.
Proposed Acquisition of Interest in Nelson 6
Dear Ms. Fisher:
Vinton Public Power Authority ("VPPA") is writing to express
its support for the transactions proposed by Entergy Power, Inc.
("EPI") in the Application-Declaration on Form U-1 (the
"Application") to be filed with you under the Public Utility
Holding Company Act of 1935, as amended, whereby EPI will acquire
a 20% undivided ownership interest in Unit No. 6 of the Roy S.
Nelson Electric Generating Station ("Nelson 6").
As discussed in the Application, the completion of EPI's
acquisition of the Nelson 6 interest in due course is an
important element of VPPA's plan for meeting the future power
requirements of the cities it serves on a more cost-effective
basis. Therefore, VPPA respectfully request that you take all
action necessary to expedite your approval of the Application.
We appreciate your prompt consideration of this matter.
Very truly yours,
/s/ Raywood LeMaire
Raywood LeMaire, President
cc: Ralph Gillis, Counselor at Law
Donald B. Dupre, Sr., Executive Director
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $152,081 $152,081
Temporary cash investments - at cost,
which approximates market 1,090,317 1,090,317
Special deposits 102,000 102,000
----------- -----------
Total cash and cash equivalents 1,344,398 1,344,398
Other temporary investments - at cost,
which approximates market 468,653 468,653
Notes receivable 2,262 2,262
Accounts receivable:
Customer (less allowance for
doubtful accounts of $9.2 million) 420,597 420,597
Other 360,172 360,172
Accrued unbilled revenues 346,120 346,120
Deferred fuel costs 338,187 338,187
Fuel inventory 118,157 118,157
Materials and supplies - at average cost 392,030 392,030
Rate deferrals 33,500 33,500
Deferred nuclear refueling outage costs 41,336 41,336
Prepayments and other 87,397 87,397
----------- -----------
Total 3,952,809 3,952,809
----------- -----------
Other Property and Investments:
Decommissioning trust funds 1,248,780 1,248,780
Non-regulated investments 262,633 262,633
Other 233,674 233,674
----------- -----------
Total 1,745,087 1,745,087
----------- -----------
Utility Plant:
Electric 23,170,302 23,170,302
Plant acquisition adjustment - Entergy Gulf States 410,996 410,996
Property under capital leases 777,459 777,459
Natural gas 188,162 188,162
Construction work in progress 1,140,618 1,140,618
Nuclear fuel under capital leases 307,402 307,402
Nuclear fuel 88,223 88,223
----------- -----------
Total 26,083,162 26,083,162
Less - accumulated depreciation and amortization 10,803,794 10,803,794
----------- -----------
Utility plant - net 15,279,368 15,279,368
----------- -----------
Deferred Debits and Other Assets:
Regulatory Assets:
Rate deferrals 21,199 21,199
SFAS 109 regulatory asset - net 1,102,862 1,102,862
Unamortized loss on reacquired debt 198,699 198,699
Other regulatory assets 600,401 600,401
Long-term receivables 32,876 32,876
Other 464,525 464,525
----------- -----------
Total 2,420,562 2,420,562
----------- -----------
TOTAL $23,397,826 $23,397,826
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDERS' EQUITY Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Current Liabilities:
Currently maturing long-term debt $316,735 $316,735
Notes payable 665 665
Accounts payable 757,743 757,743
Customer deposits 153,897 153,897
Taxes accrued 675,102 675,102
Accumulated deferred income taxes 97,926 97,926
Nuclear refueling outage costs 5,700 5,700
Interest accrued 145,567 145,567
Co-owner advances 14,305 14,305
Obligations under capital leases 175,964 175,964
Other 81,214 81,214
----------- -----------
Total 2,424,818 2,424,818
----------- -----------
Deferred Credits and Other Liabilities:
Accumulated deferred income taxes 3,319,890 3,319,890
Accumulated deferred investment tax credits 524,351 524,351
Obligations under capital leases 232,944 232,944
Decommissioning 594,651 594,651
Regulatory reserves 354,620 354,620
Other 1,336,741 1,336,741
----------- -----------
Total 6,363,197 6,363,197
----------- -----------
Long-term debt 6,504,287 6,504,287
Subsidiaries' preferred stock with sinking fund 89,650 89,650
Subsidiary's preference stock 150,000 150,000
Company-obligated mandatorily redeemable
preferred securities of subsidiary trusts holding
solely junior subordinated deferrable debentures 215,000 215,000
Shareholders' Equity:
Subsidiaries' preferred stock without sinking fund 338,454 338,454
Common stock, $.01par value, authorized
500,000,000 shares; issued 247,016,020 shares 2,470 2,470
Additional paid-in capital 4,634,412 4,634,412
Retained earnings 2,852,718 2,852,718
Cumulative foreign currency translation adjustment (64,691) (64,691)
Less - treasury stock (3,721,974 shares) 112,489 112,489
----------- -----------
Total 7,650,874 7,650,874
----------- -----------
TOTAL $23,397,826 $23,397,826
=========== ===========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION AND SUBSIDIARIES
PRO FORMA CONSOLIDATED STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transaction Filing Transaction
(In Thousands)
<S> <C> <C>
Operating Revenues:
Domestic electric $6,152,076 $6,152,076
Natural gas 102,063 102,063
Steam products 27,002 27,002
Competitive growth businesses 2,311,734 2,311,734
----------- -----------
Total 8,592,875 8,592,875
----------- -----------
Operating Expenses:
Operation and maintenance:
Fuel, fuel-related expenses,
and gas purchased for resale 1,927,306 1,927,306
Purchased power 2,463,627 2,463,627
Nuclear refueling outage expenses 76,165 76,165
Other operation and maintenance 1,591,565 1,591,565
Depreciation, amortization and decommissioning 751,679 751,679
Taxes other than income taxes 340,783 340,783
Other regulatory credits 32,936 32,936
Amortization of rate deferrals 125,697 125,697
----------- -----------
Total 7,309,758 7,309,758
----------- -----------
Operating Income 1,283,117 1,283,117
----------- -----------
Other Income:
Allowance for equity funds used
during construction 23,451 23,451
Gain on sale of assets - net 390,331 390,331
Miscellaneous - net 110,426 110,426
----------- -----------
Total 524,208 524,208
----------- -----------
Interest Charges:
Interest on long-term debt 501,630 501,630
Other interest - net 53,784 53,784
Distributions on preferred securities of subsidiaries 14,128 14,128
Allowance for borrowed funds used
during construction (19,214) (19,214)
----------- -----------
Total 550,328 550,328
----------- -----------
Income Before Income Taxes 1,256,997 1,256,997
Income Taxes 403,423 403,423
----------- -----------
Net Income 853,574 853,574
Preferred and Preference Dividend Requirements of
Subsidiaries and Other 42,114 42,114
----------- -----------
Earnings Applicable to Common Stock $811,460 $811,460
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transactions Filing Transactions
(In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $57 $57
Temporary cash investments - at cost,
which approximates market:
Other 49,376 49,376
---------- ----------
Total cash and cash equivalents 49,433 49,433
Accounts receivable:
Associated companies 125,182 125,182
Prepayments and other 1,931 1,931
---------- ----------
Total 176,546 176,546
---------- ----------
Investment in Wholly-owned Subsidiaries 7,135,883 7,135,883
---------- ----------
Deferred Debits and Other Assets 52,542 52,542
---------- ----------
Total $7,364,971 $7,364,971
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable:
Associated companies $465 $465
Other 713 713
Taxes accrued 1,358 1,358
Other 7,289 7,289
---------- ----------
Total 9,825 9,825
---------- ----------
Deferred Credits and Noncurrent Liabilities 85,440 85,440
Shareholders' Equity:
Common stock, $.01 par value, authorized
500,000,000 shares; issued 247,016,020 shares 2,470 2,470
Paid-in capital 4,634,413 4,634,413
Retained earnings 2,810,003 2,810,003
Cumulative foreign currency translation adjustment (64,691) (64,691)
Less cost of treasury stock (3,721,974 shares) 112,489 112,489
---------- ----------
Total common shareholders' equity 7,269,706 7,269,706
---------- ----------
Total $7,364,971 $7,364,971
========== ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY CORPORATION
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transactions
(In Thousands)
<S> <C> <C>
Equity in income of subsidiaries $852,763 $852,763
Expenses and Other Deductions:
Administrative and general expenses 82,532 82,532
Income taxes (credit) 3,870 3,870
Taxes other than income taxes 750 750
Interest 8,874 8,874
-------- --------
96,026 96,026
-------- --------
NET INCOME $756,737 $756,737
======== ========
</TABLE>
<TABLE>
<CAPTION>
ENTERGY POWER, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
ASSETS Transactions Filing Transaction
(In Thousands)
<S> <C> <C>
Current Assets:
Cash and cash equivalents:
Cash $300 $300
Temporary cash investments - at cost, which
approximates market 42,645 42,645
-------- --------
Total cash and cash equivalents 42,945 42,945
Accounts receivable:
Associated companies 7,964 7,964
Other 13,761 13,761
Fuel inventory - at average cost 1,247 1,247
Materials and supplies - at average cost 1,640 1,640
-------- --------
Total 67,557 67,557
-------- --------
Utility Plant:
Electric 144,351 144,351
Electric plant acquisition adjustment 300 300
Construction work in progress 3,322 3,322
-------- --------
Total 147,973 147,973
Less - Accumulated depreciation
and amortization 82,302 82,302
-------- --------
Utility plant - net 65,671 65,671
-------- --------
TOTAL $133,228 $133,228
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER, INC.
PRO FORMA BALANCE SHEET
SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
LIABILITIES AND SHAREHOLDER'S EQUITY Transactions Filing Transaction
(In Thousands)
<S> <C> <C>
Current Liabilities:
Accounts payable:
Associated Companies $8,678 $8,678
Other 2,275 2,275
Taxes accrued 5,271 5,271
-------- --------
Total 16,224 16,224
-------- --------
Deferred Credits:
Accumulated deferred income taxes 20,820 20,820
Shareholder's Equity:
Common stock, $5 par value, authorized
20,000 shares; issued 11,000 shares 55 55
Additional paid-in capital 144,950 144,950
Accumulated deficit (48,821) (48,821)
-------- --------
Total 96,184 96,184
-------- --------
TOTAL $133,228 $133,228
======== ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ENTERGY POWER, INC.
PRO FORMA STATEMENT OF INCOME
TWELVE MONTHS ENDED SEPTEMBER 30, 1999
(Unaudited)
Adjustments to Reflect
Transactions Proposed
Before In Present After
Transactions Filing Transaction
(In Thousands)
<S> <C> <C>
Operating revenues $76,553 $76,553
Operating expenses:
Fuel and fuel related expenses 46,977 46,977
Purchased power 5,168 5,168
Other operation and maintenance 13,553 13,553
Depreciation and amortization 3,776 3,776
Taxes other than income taxes 641 641
-------- --------
Total 70,115 70,115
-------- --------
Operating income 6,438 6,438
-------- --------
Other income (Deductions)
Gain on sale of assets 4,507 4,507
Interest income 2,471 2,471
Miscellaneous income and deductions - net (11) (11)
-------- --------
Total 6,967 6,967
-------- --------
Interest charges 22 22
-------- --------
Income before income taxes 13,383 13,383
Income taxes 5,348 5,348
-------- --------
Net Income $8,035 $8,035
======== ========
</TABLE>
