File No. 70-10240
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM U-1
______________________________________
AMENDMENT NO. 2
to
APPLICATION-DECLARATION
under
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
______________________________________
Entergy Corporation Entergy Arkansas, Inc.
639 Loyola Avenue 425 West Capitol Avenue
New Orleans, Louisiana 70113 Little Rock, Arkansas 72201
Entergy Services, Inc. Entergy Gulf States, Inc.
639 Loyola Avenue 350 Pine Street
New Orleans, Louisiana 70113 Beaumont, Texas 77701
System Fuels, Inc. Entergy Louisiana, Inc.
350 Pine Street 4809 Jefferson Highway
Beaumont, Texas 77701 New Orleans, Louisiana 70121
System Energy Resources, Inc. Entergy Mississippi, Inc.
1340 Echelon Parkway 308 East Pearl Street
Jackson, Mississippi 39213 Jackson, Mississippi 39201
Entergy Operations, Inc. Entergy New Orleans, Inc.
1340 Echelon Parkway
1600 Perdido Building
Jackson, Mississippi 39213 New Orleans, Louisiana 70112
(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)
______________________________________
Leo P. Denault
Executive Vice President and
Chief Financial Officer
for each applicant or declarant
639 Loyola Avenue
New Orleans, Louisiana 70113
(Name and address of agent for service)
______________________________________
The Commission is also requested to send copies of any
communications in connection with this matter to:
Mark W. Hoffman, Esq.
Entergy Services, Inc.
639 Loyola Avenue
New Orleans, Louisiana 70113
Item 6 of the Application-Declaration is amended and restated in its entirety as follows:
Item 6. Exhibits and Financial Statements.
a. Exhibits:A Not Applicable.
**B-1 Money Pool Agreement, dated as of 8/7/03, among ESI, Entergy, EAI, EGSI, ELI,
EMI, ENOI, System Energy, EOI and SFI.
**B-2 Proposed form of Amended and Restated Money Pool Agreement.
**B-3(a) Proposed form of note to evidence borrowings by Participants (other than System
Energy) through the Money Pool.
**B-3(b)
Proposed form of note to evidence borrowing by System Energy through the
Money Pool.
*B-4(a) Loan Agreement, dated as of June 6, 1990, between EOI and Entergy (including form
of EOI Note) (Exhibit B-11(c) to Rule 24 Certificate dated June 15, 1990 in
70-7679).
**B-4(b)-1 Revised proposed form of Amendment No. 6 to Loan Agreement between EOI and
Entergy (including form of New EOI Note).
*B-5(a) Loan Agreement, dated as of September 18, 1991, between ESI and Entergy
(including form of ESI Note) (Exhibit B-5(a) in 70-8055).
**B-5(b)-1 Revised proposed form of Amendment No. 6 to Loan Agreement between ESI and
Entergy (including form of New ESI Note).
*B-6(a) Loan Agreement, dated as of March 21, 1994, between SFI and Entergy (including
form of SFI Note) (Exhibit B-1 in 70-8331).
**B-6(b)-1 Revised proposed form of Amendment No. 4 to Loan Agreement between SFI and
Entergy (including form of New SFI Note).
C Not applicable.
D Not applicable.
E Not applicable.
F Opinion of Counsel
**G Suggested form of notice of proposed transactions for publication in the Federal
Register.
b. Financial Statements:
*FS-1 Financial statements (and accompanying notes) of Arkansas, Gulf States, Louisiana,
Mississippi, New Orleans, System Energy and Entergy and subsidiaries included in the
Annual Report on Form 10-K for the fiscal year ended December 31, 2003 and the
Quarterly Report on Form 10-Q for the period ended June 30, 2004 (filed in File Nos.
1-10764, 1-2703, 1-8474, 0-320, 0-5807, 1-9067 and 1-11299, respectively, and
incorporated herein by reference).
*FS-2 Financial Statements of EOI for the fiscal year ended December 31, 2003 (included in
EOI Form U-13-60 filed for the year ended December 31, 2003).
**FS-3 Financial Statements of EOI for the six month period ended June 30, 2004.
FS-4 Quarterly Cash Flow and Capital Structure Forecasts of Arkansas, Gulf States, Louisiana,
Mississippi, New Orleans, System Entergy and Energy and subsidiaries for the calendar
quarter commencing January 1, 2005 through the calendar quarter ended December 31,
2005 (filed pursuant to Rule 104 of the Act).
FS-5 Pro Forma Balance Sheets of Arkansas, Gulf States, Louisiana, Mississippi, New
Orleans, System Energy and Entergy and subsidiaries as of the calendar quarters ended
March 31, 2005, June 30, 2005, September 30, 2005 and December 31, 2005
(filed pursuant to Rule 104 of the Act).
FS-6 Annual Cash Flow and Capital Structure Forecasts of Arkansas, Gulf States, Louisiana,
Mississippi, New Orleans, System Energy and Entergy and subsidiaries for the years
ended December 31, 2006 and December 31, 2007 (filed pursuant to Rule 104 of the
Act).
FS-7 Pro Forma Balance Sheets of Arkansas, Gulf States, Louisiana, Mississippi, New Orleans,
System Energy and Entergy and subsidiaries as of the years ended December 31, 2006
and December 31, 2007 (filed pursuant to Rule 104 of the Act).
Except as reflected in the financial statements (including the notes thereto), there have been no material changes, not in the ordinary course of business, with respect to Arkansas, Gulf States, Louisiana, Mississippi, New Orleans, System Energy, Entergy or EOI which have taken place since June 30, 2004.
___________________________
*Incorporated herein by reference as indicated.
**Previously filed.
SIGNATURES
Pursuant to the requirements of the Public Utility Holding Company Act of 1935, the undersigned companies have duly caused this Amendment to be signed on their behalf by the undersigned thereunto duly authorized.
ENTERGY CORPORATION
ENERGY SERVICES, INC.
ENTERGY ARKANSAS, INC.
ENTERGY GULF STATES, INC.
ENTERGY LOUISIANA, INC.
ENTERGY MISSISSIPPI, INC.
ENTERGY NEW ORLEANS, INC.
ENTERGY OPERATIONS, INC.
SYSTEM ENERGY RESOURCES, INC.
SYSTEM FUELS, INC.
By:_/s/ Steven C. McNeal_____________
Steven C. McNeal
Vice President and Treasurer
Dated: November 23, 2004