Exhibit B-2(d)
SUPPLEMENTAL INSTRUCTIONS
PURSUANT TO
TRUST AGREEMENT
DATED DECEMBER 20, 1988
No. 2
These Supplemental Instructions, dated December 19, 1997,
are given pursuant to the Trust Agreement, dated as of December
20, 1988, as amended, among The Chase Manhattan Bank, as
successor Trustor, United States Trust Company of New York, as
Trustee and Entergy Arkansas, Inc., as Beneficiary, under which
River Fuel Trust #1 (the "Trust") was formed.
WHEREAS, the Trust Agreement contemplates the delivery by
the Beneficiary to and acceptance by the Trustee of Supplemental
Instructions with respect to the execution and delivery of
agreements, acceptance of assignments of agreements or rights,
acquisition of properties and entering into certain transactions
by the Trust, in accordance with lawful requests of the
Beneficiary; and
WHEREAS, the Beneficiary now desires to give Supplemental
Instructions to the Trustee as herein set forth:
NOW, THEREFORE, the Beneficiary hereby gives, and the
Trustee by its signature hereto hereby accepts, the following
Supplemental Instructions:
The Trust is authorized and directed to take all
actions necessary to authorize the issuance of
$40,000,000 aggregate principal amount of the Trust's
Intermediate Term Secured Notes, 6.56% Series C, Due
December 15, 2000 at a closing scheduled on or about
December 19, 1997.
Section 1. Definitions. For the purpose of these
Supplemental Instructions, the capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in
the Trust Agreement.
Section 2. Authorization and Direction to Accept and/or
execute Documents or Rights. The Trust is authorized and
directed:
1) To accept, execute and deliver to the Purchasers named
therein four Note Agreements, substantially in the form attached
hereto, relating to the issuance of $40,000,000 aggregate
principal amount of Intermediate Term Secured Notes, 6.56% Series
C, Due December 15, 2000 and to perform all of the obligations
and duties of the Trust thereunder; and
2) To execute and deliver to the aforesaid Purchasers the
Series C Notes referred to above upon receipt of the $40,000,000
consideration therefor, all in accordance with said Note
Agreements, and to execute and deliver all other certificates and
instruments required of the Trust at the closing referred to in
the aforesaid Note Agreements.
Section 3. Use of Proceeds. The proceeds received upon the
issuance of the aforesaid Series C Notes shall be deposited in
the Collateral Account and promptly thereafter shall be applied
first to the payment of $25,000,000 aggregate principal amount of
the Trust's Series A Notes which mature on December 22, 1997 and
any balance of said proceeds shall be applied to accrued interest
on said Series A Notes and ultimately toward the purchase price
of Nuclear Fuel in accordance with the directions of the Lessee.
Section 4. Confirmation of Trust. The Trustee hereby
confirms by its execution hereof that the declaration of trust
embodied in Section 3 of the Trust Agreement shall apply fully to
all rights, estates, properties, assets, payments or proceeds
received or obtained by the Trustee pursuant to these
Supplemental Instructions.
Section 5. Other Provisions. Except as herein expressly
provided, all of the terms and provisions of the Trust Agreement
shall as nearly as may be practicable apply to all rights and
obligations obtained or incurred by the Trustee pursuant to these
Supplemental Instructions.
IN WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions as of the day and year first written
above.
ENTERGY ARKANSAS, INC.
By: Xxxxxxx X. Xxxxx, Xx.
ACCEPTED:
UNITED STATES TRUST COMPANY
OF NEW YORK, AS TRUSTEE
By: Xxxxx X. Xxxxx
