EXHIBIT B-2
SERVICE AGREEMENT
BETWEEN
ENTERGY SERVICES, INC. AND
ENTERGY TECHNOLOGIES COMPANY
THIS AGREEMENT, made and entered
into as of __________, 199__ by and between Entergy
Services, Inc., a corporation organized under the laws
of the State of Delaware (hereinafter sometimes
referred to as "Service Company") and Entergy
Technologies Company, a corporation organized under the
laws of the State of Delaware ("Client Company").
W I T N E S S E T H:
WHEREAS, Service Company and Client
Company are both direct or indirect subsidiaries of
Entergy Corporation, and Client Company, together with
Entergy Corporation and Entergy Corporation's other
direct or indirect subsidiaries and Service Company,
form the Entergy System; and
WHEREAS, Service Company is
authorized by the Securities and Exchange Commission
(the "Commission") under Section 13 of the Public
Utility Holding Company Act of 1935, as amended (the
"Act") to render to direct and indirect subsidiaries of
Entergy Corporation ("Client Companies") certain
services, and to render to Client Company services as
herein provided; and
WHEREAS, in the performance of past
and future services for the Client Companies, Service
Company has acquired and will acquire certain
properties and other resources; and
WHEREAS, Client Company is
authorized under the Act (see Holding Company Act
Release No. __________ (dated _________, 1995) (the
"Order")), to engage in certain activities in the
telecommunications business and, in connection
therewith, to utilize the services, personnel,
properties and other resources of Service Company; and
WHEREAS, economies and increased
efficiencies benefiting the Entergy System will result
from the performance by Service Company of services for
Client Company; and
WHEREAS, subject to the terms and
conditions herein described, Service Company is
willing, upon request by Client Company, to render such
services and provide such property and resources to
Client Company, at cost (determined in accordance with
applicable rules, regulations and orders of the
Commission under the Act), plus 5%;
NOW, THEREFORE, in consideration of
the premises and of the mutual agreements herein, the
parties hereto hereby agree as follows:
1. Definitions.
As used hereinafter, the
following terms, in addition to those elsewhere defined
in this Agreement, shall have the following meanings
unless the context otherwise requires:
"Services" shall mean the services described in Section
3 hereof.
"Non-Affiliate" means any corporation, company, agency,
government, business, entity or person other than (i) Entergy
Corporation, (ii) a direct or indirect subsidiary of Entergy
Corporation, or (iii) a person employed by Entergy Corporation,
or any of such subsidiaries.
2. Agreement to Furnish Services.
Service Company hereby agrees to furnish or otherwise
make available to Client Company, upon the terms and conditions
hereinafter set forth, the Services set forth in Section 3
hereof. Service Company will keep itself and its personnel
available and competent to render to Client Company the Services
on the same basis as such Services are provided to the other
Client Companies, provided that Service Company will give first
priority in the provision of Services to those Client Companies
which are Retail Electric Companies.
Upon its receipt of Client Company's service request,
Service Company will, if it has or can have available the
personnel and resources needed to fill the service request, and
subject to Paragraph 2.A. hereof, furnish to Client Company, upon
the terms and conditions hereinafter set forth, such of the
Services set forth in Section 3 hereof, at such times, for such
periods and in such manner as Client Company may from time to
time request; provided, however, that the determination of
whether Service Company has the available personnel and resources
to perform in accordance with the service request will be
entirely within the discretion of Service Company, and Service
Company may at its sole option elect not to perform any requested
Services, except that, once having agreed to perform pursuant to
a service request, Service Company will not withdraw or depart
from such performance without the consent of Client Company.
The providing of Services by Service Company pursuant
to this Agreement shall in all cases and notwithstanding anything
herein contained to the contrary be subject to any limitations
contained in authorizations, rules or regulations of those
governmental agencies, if any, having jurisdiction over Service
Company, Client Company, or such providing of Services.
3. Description of Services.
General Executive and Advisory Services. Advise and
assist the officers and employees of Client Company in connection
with various phases of its business and operations, including
particularly (but not exclusively) those phases which involve
coordination of planning or operations between Client Company and
other associate or non-associate companies.
General Engineering. Perform general engineering work
with respect to the Backbone System (as defined in the Order);
prepare and analyze equipment and apparatus specifications,
technical studies and standards, engineering and other technical
studies and problems; and advise and assist in connection with
analyses of Backbone System operations and operating and
construction budgets.
Development of Other Business Enterprises. As requested by
Client Company, advise and assist Client Company in the
investigation of other business enterprises and the development
of such other business enterprises.
Design Engineering. As requested by Client Company,
perform detailed design engineering work.
Purchasing. As requested by Client Company, render
purchasing and group purchasing services to Client Company,
coordinate group purchasing, and supply expediting services. All
requests for bids shall be made by and purchases confirmed in the
name of Client Company (or its customer, if requested by Client
Company.
Accounting and Statistical. As requested by Client
Company, perform for Client Company all such business,
accounting, and auditing services and install such internal
accounting and auditing procedures as are requested by Client
Company to maintain its books and records properly and account
for and safeguard its operations and properties; advise and
assist Client Company in connection with the installation of
accounting systems and similar efforts, requirements of
regulatory bodies with respect to accounting, studies of
accounting procedures and practices to improve efficiency,
accounting entries resulting from financial transactions,
internal audits, employment of independent auditors, preparation
and analyses of financial and operating reports and other
statistical matters relating to Client Company or its customers,
preparation of reports to regulatory commissions, insurance
companies and others, standardization or accounting and
statistical forms in the interest of economy, and other
accounting and statistical matters.
Finance and Treasury. As requested by Client Company,
advise and assist Client Company on financing matters, including
short- and long-range financial planning, determination of types
and terms of sales of securities, the preparation of petitions
and applications for the issuance of securities and the
preparation of various documents required in connection
therewith, negotiation and structuring of financing arrangements,
and all treasury matters, including banking and investment of
surplus funds.
Taxes. As requested by Client Company, advise and
assist Client Company in connection with tax matters, including
but not limited to preparation of Federal, state or foreign
income and other tax returns and of protests, claims and briefs
where necessary, tax accruals, and other matters in connection
with any applicable taxes, governmental fees or assessments, and
assistance in connection with audit of returns by the Internal
Revenue Service and state tax agencies.
Risk Management. As requested by Client Company,
advise and assist Client Company in connection with risk
management matters, including but not limited to insurance and
bonding, including contracts with insurers, trustees and
actuaries and the placing of individual or blanket/group policies
covering Client Company and/or other Client Companies, and other
insurance and bonding problems as required.
Employee Benefits. As requested by Client Company,
advise and assist Client Company in connection with employee
benefit matters, including but not limited to welfare and pension
matters.
Corporate. As requested by Client Company, advise and
assist Client Company in connection with corporate affairs,
including but not limited to assistance in connection with the
maintenance of minutes of directors' and stockholders' meetings
and other proceedings and of other related corporate records; and
arrangements for stockholders' meetings, including notices,
proxies and records thereof, and for other types of meetings.
Budgeting. As requested by Client Company, advise and
assist Client Company in matters involving the preparation and
development of capital and operating budgets, cash and cost
forecasts, and budgetary controls and preparation of long-range
forecasts.
Business Promotion and Public Relations. As requested
by Client Company, advise and assist Client Company in the
development of marketing and sales programs, in the preparation
and use of advertising and sales materials, and in the
determination and carrying out of promotional programs.
Employee Services. As requested by Client Company,
furnish Client Company with advisory and administrative services
and programs in connection with employee and employee relations
matters, payroll, recruitment, employee placement, training,
compensation, safety, labor relations and health, welfare and
employee benefits.
Systems and Procedures. As requested by Client
Company, advise and assist Client Company in the formation of
sound operating practices and methods of procedure, the
standardization of forms, the purchase, rental and use of
mechanical and electronic data processing, computing and
communications equipment, in conducting economic research and
planning and in the development of special economic studies.
Regulatory Matters. As requested by Client Company,
consultation and advice with respect to regulatory matters,
particularly those involving the Securities and Exchange
Commission or the Federal Communications Commission, state and
local utility regulatory bodies and the provision of liaison and
assistance in processing matters with the staffs of such
commissions.
Network Operations Center. Make available services
from the operation of a Network Operations Center for the control
of the Backbone System, and with interconnected
telecommunications systems.
Data Processing Services. As requested by Client
Company, make available services from the operation of a data
processing Computer Center serving the Entergy System, including
but not limited to applications software development, maintenance
and enhancements; data communications network design, operation
and management; Computer Center production operations; and
information systems consulting.
Access to and Use of Resources. As requested by Client
Company, make available to Client Company in the conduct of its
business and/or, to the extent necessary or appropriate as
required in the performance of its services to its customers,
access to, use of, or rights in all Service Company's resources,
including facilities, products, processes, techniques, computer
hardware and software, technical information, training aids and
properties, vehicles, equipment, machines and other property,
whether owned, leased or licensed by or otherwise available to
Service Company.
Training. As requested by Client Company, assist
Client Company in providing training to personnel of Client
Company or of Non-Affiliates; develop and make available training
procedures, materials and facilities, and provide instructors.
Legal Services. As requested by Client Company,
provide services and advice relating to litigation, contracts,
leases, real estate, property rights and other legal matters.
General. As requested by Client Company, make
available services otherwise relating to the Backbone System and
interconnected telecommunications systems, including in the areas
of construction, planning and supervision, design, management,
programs, quality assurance, licensing matters, research and
development, and communications systems and procedures.
Other Services. Render advice and assistance in
connection with such other matters as Client company may request
and Service Company may be able to perform with respect to Client
Company's business and operations.
4. Compensation for Services.
As compensation for Services
actually requested by Client Company and rendered to it
by Service Company, Client Company hereby agrees to pay
to Service Company all direct and indirect costs of
such Services, computed in accordance with applicable
rules and regulations (including, but not limited to,
Rules 90 and 91) under the Act and appropriate
accounting standards, plus 5% to cover unquantifiable
or unquantified costs. Bills will be rendered for the
amount of such charges on or before the 20th day of the
succeeding month and will by payable on or before the
60th day thereafter. The cost of Services to be
allocated to and paid by Client Company shall include
all direct charges and Client Company's pro rata share
of Service Company's indirect costs, determined as
outlined on Exhibits I and II attached hereto and
incorporated herein by reference.
5. Service Requests.
The Services performed in
accordance with service requests issued or made by or
on behalf of Client Company and accepted by Service
Company will be assigned an applicable service request
number to enable specific work to be properly allocated
by project or other appropriate basis. Service
requests (i) shall be in writing, (ii) shall be signed
by appropriate representatives of Client Company and of
Service Company, (iii) shall be as specific as
practicable in defining the Services requested to be
performed, and (iv) shall set forth the scope, duration
and estimated cost of the Services to be performed
pursuant to the service request. Client Company shall
have the right from time to time to amend, alter or
rescind any service request, provided that (i) any such
amendment or alteration which results in a material
change in the scope of the work to be performed or
equipment to be provided is agreed to by Service
Company, (ii) the costs for the Services covered by the
service request will include any expense incurred by
Service Company as a direct result of the service
request, and (iii) no amendment, alteration or
rescission of a service request will release Client
Company from liability for all such direct costs
already incurred or contracted for by Service Company
pursuant to the service request, regardless of whether
the work associated with such costs has been completed.
6. Miscellaneous.
This Agreement shall be binding upon the successor
and assigns of the parties hereto, provided that
Service Company shall not be entitled to assign or
subcontract out any of its obligations under this
Agreement or under any purchase order or service
request issued hereunder without the prior written
approval of Client Company. This Agreement shall be
construed and enforced under and in accordance with the
laws of the State of Louisiana. This Agreement may be
executed in counterparts, each one of which when fully
executed shall be deemed to have the same force and
effect as an original. No provision of this Agreement
shall be deemed waived nor breach of this Agreement
consented to unless such waiver or consent is set forth
in writing and executed by the party hereto making such
waiver or consent.
IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed in
their respective corporate names by their respective
Presidents or one of their respective Vice Presidents
thereunto duly authorized.
ENTERGY SERVICES, INC.
ATTEST:
_______________________________
By:___________________________
ENTERGY TECHNOLOGIES COMPANY
ATTEST:
________________________________
By:___________________________
_______________________________
For purposes of this Agreement, the term "Retail
Electric Companies" shall include Arkansas Power &
Light Company, Gulf States Utilities Company, Louisiana
Power & Light Company, Mississippi Power & Light
Company, New Orleans Public Service Inc., Entergy
Operations, Inc., System Fuels, Inc., System Energy
Resources, Inc., Service Company and such other similar
subsidiaries as Entergy Corporation shall create whose
activities and operations are primarily related to the
wholesale to affiliates, or to the provision of
services or goods thereto.
