

[Federal Register: November 15, 2005 (Volume 70, Number 219)]
[Notices]               
[Page 69366]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr15no05-97]                         

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 35-28058]

 
Filings Under the Public Utility Holding Company Act of 1935, as 
Amended (``Act'')

November 7, 2005.
    Notice is hereby given that the following filing(s) has/have been 
made with the Commission under provisions of the Act and rules 
promulgated under the Act. All interested persons are referred to the 
application(s) and/or declaration(s) for complete statements of the 
proposed transaction(s) summarized below. The application(s) and/or 
declaration(s) and any amendment(s) is/are available for public 
inspection through the Commission's Branch of Public Reference.
    Interested persons wishing to comment or request a hearing on the 
application(s) and/or declaration(s) should submit their views in 
writing by December 2, 2005, to the Secretary, Securities and Exchange 
Commission, 100 F Street, NE., Washington, DC 20549-9303, and serve a 
copy on the relevant applicant(s) and/or declarant(s) at the 
address(es) specified below. 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 hearing should identify specifically the 
issues of facts 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 the matter. After December 2, 2005, the 
application(s) and/or declaration(s), as filed or as amended, may be 
granted and/or permitted to become effective.

Entergy Corporation, et. al. (70-10335)

    Entergy Corporation (``Entergy''), 639 Loyola Avenue, New Orleans, 
LA 70113, a registered holding company under the Act, and Entergy's 
direct public utility subsidiary Entergy New Orleans, Inc. (``New 
Orleans''), 1600 Perdido Building, New Orleans, LA, 70112, have filed a 
declaration/application (``Declaration'') under sections 6(a), 7, 9(a), 
10 and 12(b) of the Act and rule 45 under the Act.

I. Background

    New Orleans serves approximately 190,000 electric and 147,000 gas 
customers in Orleans parish, including the City of New Orleans, 
Louisiana (``City''). On September 23, 2005, New Orleans filed a 
petition (``Voluntary Petition'') for relief under Chapter 11 of the 
United States Bankruptcy Code (``Bankruptcy Code'') in the United 
States Bankruptcy Court for the Eastern District of Louisiana 
(``Bankruptcy Court''). The Voluntary Petition was precipitated by the 
unanticipated and devastating impact of Hurricane Katrina, which 
destroyed substantial portions of New Orleans' facilities, disrupted 
its revenues, and, with the evacuation of the City, eliminated at least 
in the short term, the quality of New Orleans' rate base, which is 
directly linked to the fortunes of the City. New Orleans is continuing 
in possession of its properties and has continued to operate its 
business as a debtor-in-possession pursuant to sections 1107(a) and 
1108 of the Bankruptcy Code.
    By order dated September 26, 2005 (Holding Company Act Release No. 
28036) (``Original Order'') Entergy and New Orleans were authorized, 
among other things,\1\ to enter into a $200 million credit agreement 
(``Credit Facility'') pursuant to which New Orleans could borrow up to 
$150 million from Entergy in order to enable New Orleans to pay its 
vendors and suppliers, including a payment on September 26, 2005, of 
approximately $36 million to fuel suppliers, to make payroll, to make 
capital expenditures, and to satisfy other working capital and 
operational needs.
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    \1\ Under the Original Order, the Commission also modified the 
terms of two outstanding Commission orders eliminating the 
requirement that New Orleans maintain common equity of at least 30% 
of its total capitalization and maintain investment grade credit 
ratings on securities of New Orleans that are rated. See Holding 
Company Act Release No. 27864 (June 30, 2004) and Holding Company 
Act Release No. 27918 (November 30, 2004).
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    All borrowings by New Orleans under the Credit Facility are secured 
by a first lien on all unencumbered property of New Orleans and a 
junior lien on property subject to existing liens, including liens 
under a mortgage and deed of trust dated as of May 1, 1987 with the 
Bank of New York as successor trustee and Stephen J. Giurlando as 
successor co-trustee, and a loan agreement effective as of July 6, 2004 
and a security agreement effective July 2005 between Hibernia National 
Bank and New Orleans.
    Borrowings under the Credit Facility must be repaid by New Orleans 
not later than August 23, 2006 and bear interest at a rate, calculated 
daily, equal to Entergy's effective cost of funds rate (currently 
approximately 4.6%), as determined under a credit agreement between 
Entergy and Citibank, N.A., as administrative agent.

II. Requested Authorization

    New Orleans' has borrowed $60 million under the Credit Facility. 
However, Applicants state that they anticipate that New Orleans will 
require funding under the Credit Facility in an aggregate amount in 
excess of the $150 million authorized under the Original Order.
    The Applicants request that the Commission increase New Orleans' 
authority to borrow from Entergy (70-10335) under the Credit Facility 
by $50 million, so as to allow it to borrow up to $200 million 
aggregate principal amount \2\ from time to time through February 8, 
2006.\3\
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    \2\ On September 26, 2005, the Bankruptcy Court entered an 
interim order authorizing New Orleans to borrow up to $100 million 
under the Credit Facility, until entry of the final order in the 
proceeding, and to execute, deliver and perform the Credit Facility. 
On October 26, 2005, the Bankruptcy Court authorized New Orleans to 
increase its borrowing limit to up to $200 million under the Credit 
Facility.
    \3\ The Energy Policy Act of 2005 repealed the Public Utility 
Holding Company Act of 1935, effective February 8, 2006.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Jonathan G. Katz,
Secretary.
 [FR Doc. E5-6264 Filed 11-14-05; 8:45 am]

BILLING CODE 8010-01-P
