Exhibit D-5
FOURTH AMENDMENT TO THE ENTERGY CORPORATION AND SUBSIDIARY
COMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENT
This fourth Amendment is made effective as of the dates provided
in the provisions below, by and among Entergy Pakistan, Ltd., EP
Edegel, Inc., Entergy Power Development International
Corporation, Entergy Technology Holding Company, Entergy
Technology Company, Entergy Power Operations Corporation, Entergy
Operations Services, Inc., Entergy Power Marketing Corp., 280
Security Holding, Ltd., National Security Service, Inc.,
Automatic Detection Systems, Inc., Allied Alarms, Inc., Sentry
Alarms Systems of America, Inc., Entergy Services, Inc., System
Fuels, Inc., Entergy Enterprises, Inc., Entergy Integrated
Solutions, Inc., Entergy Arkansas, Inc., Entergy Louisiana, Inc.,
Entergy Mississippi, Inc., Xxxxxxx Gas and Light Company, Entergy
Power & Light Company, The Light, Heat and Water Co. of Xxxxxxx,
Entergy New Orleans, Inc., System Energy Resources, Inc., Entergy
Power, Inc., Entergy Operations, Inc., Entergy Power Development
Corporation, Entergy-Richmond Power Corporation, Entergy Gulf
States, Inc., GSG&T, Inc., Varibus Corporation, Prudential Oil &
Gas, Inc., Southern Gulf Railway Company and Entergy Corporation
which is appearing herein on behalf of itself and its subsidiary
companies which are parties to the Entergy Corporation and
Subsidiary Companies Intercompany Income Tax Allocation Agreement
which become effective as of January 1, 1987 ("Tax Agreement") to
amend such Tax Agreement to add additional subsidiaries of
Entergy Corporation and its subsidiary companies as parties, to
automatically make subject to this Tax Agreement all subsidiary
Corporations that are includible corporations of the Entergy
Consolidated Tax Return Group, and to eliminate any distinction
in treatment between Entergy Services, Inc. ("ESI") and any other
subsidiaries so that ESI is treated under all provisions of this
Tax Agreement in a fashion which is identical to the treatment
afforded all subsidiaries, direct or indirect, of Entergy
Corporation.
WITNESSETH
WHEREAS, the Tax Agreement vests in Entergy Corporation the power
to execute, as attorney-in-fact for each participation
subsidiary, such amendments as may be necessary to add to such
Tax Agreement other subsidiaries or affiliated companies eighty
percent (80%) of whose stock (based on voting power and value) is
owned, directly or indirectly, by Entergy Corporation ("Entergy
System").
WHEREAS, Entergy Pakistan, Ltd., became a subsidiary of Entergy
Power Development Corporation on August 24, 1994;
WHEREAS, EP Edegel, Inc. became a subsidiary of Entergy Power
Development Corporation on September 22, 1995;
WHEREAS, Entergy Power Development International Corporation
became a subsidiary of Entergy Corporation on December 28, 1995;
WHEREAS, Entergy Technology Holding Company became a subsidiary
of Entergy Corporation on June 19, 1996;
WHEREAS, Entergy Technology Company became a subsidiary of
Entergy Technology Holding Company on June 19, 1996;
WHEREAS, Entergy Power Operations Corporation became a subsidiary
of Entergy Corporation on June 24, 1996;
WHEREAS, Entergy Operations Services, Inc. became a subsidiary of
Entergy Enterprises, Inc. on July 9, 1996;
WHEREAS, Entergy Power Marketing Corp. became a subsidiary of
Entergy Corporation on July 29, 1996;
WHEREAS, 280 Security Holding, Ltd., and its subsidiaries,
National Security Service, Inc. and Automatic Detection Systems,
Inc. became subsidiaries of Entergy Corporation on October 1,
1996;
WHEREAS, Allied Alarms, Inc. became a subsidiary of Automatic
Detection Systems, Inc. on November 19, 1996;
WHEREAS, Sentry Alarms Systems of America, Inc. became a
subsidiary of Entergy Technology Company on November 21, 1996;
WHEREAS, in order to effectively carry out the intent of the Tax
Agreement, it is necessary and desirable that all members of the
Entergy System included in the annual filing of the consolidated
Federal income tax return of Entergy Corporation and Subsidiary
Companies be made parties thereto; and
WHEREAS, the parties hereto wish to amend the Tax Agreement in
order to reflect the present composition of the Entergy System;
WHEREAS, The Entergy System desires to amend the prior Tax
Agreement, which was effective for taxable years 1987 and
thereafter, in order to alter the treatment of ESI so that it is
treated under all provisions of this Tax Agreement in a fashion
which is identical to the treatment afforded all subsidiaries,
direct or indirect, of Entergy Corporation.
NOW, THEREFORE, the parties agree as follows:
1. ENTERGY PAKISTAN, LTD. PARTICIPATION. Entergy
Pakistan, Ltd., is hereby added as party to, and agrees to be
bound by the terms of the Tax Agreement effective as of and from
August 24, 1994;
2. EP EDEGEL, INC. PARTICIPATION. EP Edegel, Inc. is
hereby added as party to, and agrees to be bound by the terms of
the Tax Agreement effective as of and from September 22, 1995;
3. ENTERGY POWER DEVELOPMENT INTERNATIONAL CORPORATION
PARTICIPATION. Entergy Power Development International
Corporation is hereby added as party to, and agrees to be bound
by the terms of the Tax Agreement effective as of and from
December 28, 1995;
4. ENTERGY TECHNOLOGY HOLDING COMPANY PARTICIPATION.
Entergy Technology Holding Company is hereby added as party to,
and agrees to be bound by the terms of the Tax Agreement
effective as of and from June 19, 1996;
5. ENTERGY TECHNOLOGY COMPANY PARTICIPATION. Entergy
Technology Company is hereby added as party to, and agrees to be
bound by the terms of the Tax Agreement effective as of and from
June 19, 1996;
6. ENTERGY POWER OPERATIONS CORPORATION PARTICIPATION.
Entergy Power Operations Corporation is hereby added as party to,
and agrees to be bound by the terms of the Tax Agreement
effective as of and from June 24, 1996;
7. ENTERGY OPERATIONS SERVICES, INC. PARTICIPATION.
Entergy Operations Services, Inc. is hereby added as party to,
and agrees to be bound by the terms of the Tax Agreement
effective as of and from July 9, 1996;
8. ENTERGY POWER MARKETING CORP. PARTICIPATION. Entergy
Power Marketing Corp. is hereby added as party to, and agrees to
be bound by the terms of the Tax Agreement effective as of and
from July 29, 1996;
9. 280 SECURITY HOLDING, LTD. AND ITS SUBSIDIARIES
PARTICIPATION. 280 Security Holding, Ltd., and its subsidiaries
are hereby added as parties to, and agree to be bound by the
terms of the Tax Agreement effective as of and from October 1,
1996;
10. ALLIED ALARMS, INC. PARTICIPATION. Allied Alarms,
Inc. is hereby added as party to, and agrees to be bound by the
terms of the Tax Agreement effective as of and from November 19,
1996;
11. SENTRY ALARMS SYSTEMS OF AMERICA, INC. PARTICIPATION.
Sentry Systems of America, Inc. is hereby added as party to, and
agrees to be bound by the terms of the Tax Agreement effective as
of and from November 21, 1996;
12. ENTERGY SERVICES, INC. Notwithstanding anything
contained in this Tax Agreement to the contrary, effective for
all prior taxable years and thereafter, the Entergy System agrees
to alter the treatment of Entergy Services, Inc. ("ESI") so that
ESI is treated under all provisions of this Tax Agreement in a
fashion which is identical to the treatment afforded all
subsidiaries, direct or indirect, of Entergy Corporation.
13. ADDITIONAL MEMBERS. If at any time any member of the
Entergy System acquires or creates one or more subsidiary
corporations that are includible corporations of the Entergy
Consolidated Tax Return Group, the Entergy System agrees that
such subsidiary or subsidiaries shall be subject to this Tax
Agreement and all references to the creating or acquiring member
herein shall thereafter be interpreted to refer to the member and
its subsidiary or subsidiaries.
14. EFFECTIVE DATE. This Fourth Amendment shall be
effective for the allocation of current income tax liabilities of
the Entergy System for the tax years indicated in the provisions
above and all subsequent years until further amended or otherwise
terminated.
15. APPROVALS. A copy of this Fourth Amendment will be
filed as an amendment to Entergy Corporation and Subsidiaries'
Form U5S Annual Report to the Securities and Exchange Commission
for the year ended December 31, 1996.
IN WITNESS WHEREOF, the parties have caused this instrument to be
duly executed in multiple originals, in its name and on it behalf
by one of its duly authorized officers on this ____ day of
____________ 1997.
ENTERGY CORPORATION
By: _________________________
ENTERGY PAKISTAN, LTD
By: _________________________
EP EDEGEL, INC.
By: _________________________
ENTERGY POWER DEVELOPMENT
INTERNATIONAL CORPORATION
By: _________________________
ENTERGY TECHNOLOGY HOLDING COMPANY
By: _________________________
ENTERGY TECHNOLOGY COMPANY
By: _________________________
ENTERGY POWER OPERATIONS CORPORATION
By: _________________________
ENTERGY OPERATIONS SERVICES, INC.
By: _________________________
ENTERGY POWER MARKETING CORP.
By: _________________________
280 SECURITY HOLDING, LTD.
By: _________________________
NATIONAL SECURITY SERVICE, INC.
By: _________________________
AUTOMATIC DETECTION SYSTEMS, INC.
By: _________________________
ALLIED ALARMS, INC.
By: _________________________
SENTRY ALARMS SYSTEMS OF AMERICA, I
INC.
By: _________________________
ENTERGY SERVICES, INC.
By: _________________________
SYSTEM FUELS, INC.
By: _________________________
ENTERGY ENTERPRISES, INC.
By: _________________________
ENTERGY INTEGRATED SOLUTIONS, INC.
By: _________________________
ENTERGY ARKANSAS, INC.
By: _________________________
ENTERGY LOUISIANA, INC.
By: _________________________
ENTERGY MISSISSIPPI, INC.
By: _________________________
XXXXXXX GAS AND LIGHT COMPANY
By: _________________________
ENTERGY POWER & LIGHT COMPANY
By: _________________________
THE LIGHT, HEAT AND WATER CO. OF XXXXXXX
By: _________________________
ENTERGY NEW ORLEANS, INC.
By: _________________________
SYSTEM ENTERGY RESOURCES, INC.
By: _________________________
ENTERGY POWER, INC.
By: _________________________
ENTERGY OPERATIONS, INC.
By: _________________________
ENTERGY POWER DEVELOPMENT CORPORATION
By: _________________________
ENTERGY-RICHMOND POWER CORPORATION
By: _________________________
ENTERGY GULF STATES, INC.
By: _________________________
GSG&T, INC.
By: _________________________
VARIBUS CORPORATION
By: _________________________
PRUDENTIAL OIL & GAS, INC.
By: _________________________
SOUTHERN GULF RAILWAY COMPANY
By: _________________________
