-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NTV3nMBI9AGAhglZjNOcoVMr3Wl8uNRDBglV/GuCqizq8q1wzvlwGKu8mvGix5Es F/UFqv9jmbksEtag9YSVcg== 0000007323-97-000001.txt : 19970130 0000007323-97-000001.hdr.sgml : 19970130 ACCESSION NUMBER: 0000007323-97-000001 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970129 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY ARKANSAS INC CENTRAL INDEX KEY: 0000007323 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 710005900 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: 1935 Act SEC FILE NUMBER: 070-08001 FILM NUMBER: 97512620 BUSINESS ADDRESS: STREET 1: PO BOX 551 STREET 2: 40TH FLOOR CITY: LITTLE ROCK STATE: AR ZIP: 72203 BUSINESS PHONE: 5013774000 MAIL ADDRESS: STREET 1: P O BOX 551 CITY: LITTLE ROCK STATE: AR ZIP: 72203 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920703 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. In the Matter of CERTIFICATE PURSUANT Entergy Arkansas, Inc. TO RULE 24 File No. 70-8001 Public Utility Holding Company Act of 1935 Entergy Arkansas, Inc. Entergy Louisiana, Inc. 425 West Capitol Avenue 639 Loyola Avenue Little Rock, Arkansas 72201 New Orleans, Louisiana 70113 Entergy Mississippi, Inc. Entergy New Orleans, Inc. 308 East Pearl Street 639 Loyola Avenue Jackson, Mississippi 39201 New Orleans, Louisiana 70113 System Fuels, Inc. 350 Pine Street Beaumont, Texas 77701 This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that certain of the transactions proposed by Entergy Arkansas, Inc. ("EAI") in the Application-Declaration on form U-1 in the above file, as amended, have been executed during the fourth quarter 1996 in accordance with the terms and conditions of, and for the purposes represented by, the Application-Declaration and pursuant to the order of the Securities and Exchange Commission ("Commission") with respect thereto dated June 13, 1995 (Release No. 70-8001). The following table describes the transactions that have been executed by Entergy Arkansas Inc. ("EAI") during the fourth quarter 1996. Date Expiration Number of Rent Transaction/Party Executed Date Railcars Railcar/Mo. Subleases No new railcar subleases have been initiated during Fourth Quarter 1996. Assignment Termination 122 railcars contained in the Lease of Railroad Equipment dated 5/14/84 originally between System Fuels, Inc. as LESSEE and The Connecticut Bank and Trust Company as TRUSTEE/LESSOR has been terminated from the lease effective 10/31/96 for 67 railcars and 11/07/96 for 55 railcars. Exhibits and Financial Statements Leases: All executed leases are similar to the Master Railcar Lease submitted for reference January 10, 1996. Assignments: Termination: All terminations to lease are similar to the PARTIAL TERMINATION OF LEASE AGREEMENT date 10/31/96 attached for reference. IN WITNESS WHEREOF, Entergy Arkansas, Inc. has caused this certificate to be executed this 29th day of January, 1997. Entergy Arkansas, Inc. Entergy Louisiana, Inc. Entergy Mississippi, Inc. Entergy New Orleans, Inc. By: /s/ William J. Regan, Jr. William J. Regan, Jr. Vice President and Treasurer System Fuels, Inc. By: /s/ William J. Regan, Jr. William J. Regan, Jr. Vice President, Treasurer and Assistant Secretary EX-99 2 FORM OF PARTIAL TERMINATION OF LEASE This Partial Termination of Lease is executed by and among State Street Bank and Trust Company, not in its individual capacity but as Trustee, Mercantile Bank National Association, and Entergy Arkansas, Inc. as of October 31, 1996; WHEREAS, System Fuels, Inc., as Lessee, and The Connecticut Bank and Trust Company, National Association, as Trustee and as Lessor, entered into a Lease of Railroad Equipment dated May 15, 1984 (the "Lease") concerning the lease of certain steel gondola railcars (the"Units"); WHEREAS, Entergy Arkansas, Inc. ("EAI"), formerly named Arkansas Power & Light Company, is now Lessee under the Lease; State Street Bank & Trust Company, as Trustee, is now Lessor under the Lease; and Mercantile Bank National Association is now Owner of the Units; WHEREAS, the Units have become economically obsolete in EAI's business and the Lease is therefore subject to termination under Section 7.9 thereof; WHEREAS, EAI has located a third parry who is willing to purchase 122 of the Units leased under the Lease from the Trustee and the Owner provided that the Lease is terminated as to those 122 Units; WHEREAS, John Hancock Mutual Life Insurance Company, as Vendor, has consented to termination of the Lease as to such 122 Units and the sale thereof to said third party; WHEREAS, the Trustee and the Owner are willing to terminate the Lease as to said 122 Units and to revise the semiannual rentals payable under the Lease to reflect the deletion of said 122 Units from the Lease; NOW, THEREFORE, in consideration of the premises and the mutual covenants and conditions contained herein, the Trustee, the Owner, and EAI, intending to be legally bound, agree as follows: 1. Terms not defined herein have the meanings given to them in the Lease. 2. The parties hereby waive any and all notices to which they may be entitled under the Lease or any other agreements. 3. On the date that this Agreement is executed and delivered (the "Group I Termination Date"), the Lease shall terminate as to the 67 Units listed under GROUP I on Exhibit "A" attached hereto and made a part hereof On the Group I Termination Date, EAI shall pay to the Owner by wire transfer the amount shown on the following schedule under Equity Payment for the Group I Termination Date and shall pay to the Vendor by wire transfer the amount shown on the following schedule under Interest Payment for the Group I Termination Date, which Equity Payment and Interest Payment together shall constitute the full and final rental payment owed by EAI under the Lease with regard to the 67 Units listed under GROUP I on Exhibit "A". On the Group I Termination Date, the Trustee shall pay or shall cause to be paid to the Vendor by wire transfer the sum of $621,199.66 in full payment of all amounts owed to the Vendor on account of said 67 Units. Group I Termination Equity Interest Date Payment Payment October 31, 1996 $8,816.78 $14,008.51 November 1, 1996 $8,961.31 $14,238.16 4. Effective November 7, 1996 (the "Group II Termination Date"), the Lease shall terminate as to the 55 Units listed under GROUP II on Exhibit "A" attached hereto and made a part hereof On the Group II Termination Date, EAI shall pay the sum of $8,068.20 to the Owner by wire transfer and shall pay the sum of $12,819.14 to the Vendor by wire transfer, which payments together shall constitute the full and final rental payment owed by EAI under the Lease with regard to the 55 Units listed under GROUP II on Exhibit "A". On the same day, the Trustee shall pay or shall cause to be paid to the Vendor by wire transfer the sum of $510,984.74 in full payment of all amounts owed to the Vendor on account of said 55 Units. 5. On the Group I Termination Date or the Group II Termination Date, as the case may be, EAI shall deliver possession of the Units listed on Exhibit "A" to the Trustee at such location as EAI may designate in Coffeyville, Kansas. Each Unit returned to the Trustee pursuant to this Agreement shall (i) be in the same operating order, repair and condition as when originally delivered to the Lessee, reasonable wear and tear excepted, (ii) meet the standards then in effect under the interchange rules of the Association of American Railroads and/or the applicable rules of any governmental agency or other organization with jurisdiction and (iii) have attached or affixed thereto any special device considered an accession thereto as provided in Section 11 of the Lease and have removed therefrom any such device not so considered an accession. EAI shall not be required to provide storage for any Units after delivery pursuant to this provision. 6. Effective with the semiannual rental payment due on March 1, 1997, the total of individual Unit semiannual rental payments due under the Lease shall be adjusted to reflect the partial termination of the Lease as to the 122 Units listed on Exhibit "A", with the resultant total semiannual rental payment being $296,582.62, subject to such further adjustment as may otherwise be allowed under the Lease. 7. Except as expressly modified herein, the Lease shall remain in full force and effect. EAI reserves its right under Section 7.9 of the Lease to terminate the Lease as to any and all other Units leased thereunder. 8. This agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and may not be changed or amended except by written instrument duly executed by the parties hereto. Except as otherwise provided herein, this agreement supersedes all previous agreements, proposals, offers, and representations with respect to the 122 Units listed on Exhibit "A"; provided however, each of EAI, Owner, and Trustee hereby retains any and all rights and remedies with respect to rental payments that became due under the Lease on or before September 1, 1996, including rental payments due on account of the 122 Units listed on Exhibit "A". 9. This agreement may be executed in any number of counterparts, each of which shall be deemed an original with respect to any party whose signature appears thereon, and all such counterparts shall together constitute one and the same instrument. 10. This agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto. 11. This agreement shall be governed by and interpreted in accordance with the laws of the State of New York. 12. All indemnities contained in the Lease, including without limitation those contained in Section 12 of the Lease, that would survive the termination of the Lease pursuant to the original terms of the Lease, shall survive this partial termination of the Lease. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed and delivered by their duly authorized representatives as of the day and year first above written. STATE STREET BANK & TRUST COMPANY (TRUSTEE) BY: TITLE: Assistant Vice President MERCANTILE BANK NATIONAL ASSOCIATION (OWNER) BY: TITLE: Senior Vice President ENTERGY ARKANSAS, INC. (EAI) BY: TITLE: V. President, Fuels & System Operations EXHIBIT "A" TO PARTIAL TERMINATION OF LEASE BY AND AMONG STATE STREET BANK & TRUST COMPANY. MERCANTILE BANK NATIONAL ASSOCIATION. AND ENTERGY ARKANSAS. INC. GROUP I SFIX 2586 SFIX 2741 SFIX 2823 SFIX 2591 SFIX 2742 SFIX 2828 SFIX 2594 SFIX 2747 SFIX 2831 SFIX 2612 SFIX 2749 SFIX 2844 SFIX 2619 SFIX 2751 SFIX 2859 SFIX 2631 SFIX 2754 SFIX 2869 SFIX 2638 SFIX 2758 SFIX 2873 SFIX 2641 SFIX 2759 SFIX 2875 SFIX 2668 SFIX 2760 SFIX 2889 SFIX 2671 SFIX 2767 SFIX 2756 SFIX 2684 SFIX 2783 SFIX 2762 SFIX 2687 SFIX 2789 SFIX 2777 SFIX 2694 SFIX 2791 SFIX 2781 SFIX 2696 SFIX 2796 SFIX 2782 SFIX 2698 SFIX 2798 SFIX 2784 SFIX 2702 SFIX 2806 SFIX 2795 SFIX 2720 SFIX 2811 SFIX 2807 SFIX 2727 SFIX 2813 SFIX 2808 SFIX 2730 SFIX 2815 SFIX 2822 SFIX 2731 SFIX 2816 SFIX 2825 SFIX 2733 SFIX 2817 SFIX 2871 SFIX 2735 SFIX 2818 SFIX 2740 SFIX 2819 Page 1 of 2 GROUP II SFIX 2577 SFIX 2657 SFIX 2772 SFIX 2584 SFIX 2658 SFIX 2773 SFIX 2599 SFIX 2662 SFIX 2776 SFIX 2600 SFIX 2667 SFIX 2785 SFIX 2603 SFIX 2675 SFIX 2790 SFIX 2607 SFIX 2681 SFIX 2812 SFIX 2608 SFIX 2683 SFIX 2814 SFIX 2609 SFIX 2695 SFIX 2829 SFIX 2613 SFIX 2697 SFIX 2834 SFIX 2618 SFIX 2700 SFIX 2852 LEEK 2621 SFIX 2709 SFIX 2854 SFIX 2625 SFIX 2713 SFIX 2858 SFIX 2626 SFIX 2715 SFIX 2876 SFIX 2629 SFIX 2719 SFIX 2877 SFIX 2635 SFIX 2729 SFIX 2884 SFIX 2637 SFIX 2736 SFIX 2887 SFIX 2647 SFIX 2739 SFIX 2890 SFIX 2652 SFIX 2753 SFIX 2656 SFIX 2757 Page 2 of 2 -----END PRIVACY-ENHANCED MESSAGE-----