Exhibit 4(k)
REFUNDING AGREEMENT NO. [1/2/3]
dated as of ____________ __, 199_
among
ESSL 2, INC.,
as Owner Participant,
W3A FUNDING CORPORATION,
as Funding Corporation,
FIRST NATIONAL BANK OF COMMERCE,
as Owner Trustee,
BANKERS TRUST COMPANY,
as [successor] Corporate Indenture Trustee
under Indenture of Mortgage and Deed of Trust No. [1/2/3],
dated as of September 1, 1989,
as supplemented, with the Owner Trustee,
and as Collateral Trust Trustee
under Collateral Trust Indenture dated as of
, , with the Lessee and Funding Corporation,
XXXXXXX XXXX,
as successor Individual Indenture Trustee
under Indenture of Mortgage and Deed of Trust No. [1/2/3],
dated as of September 1, 1989,
as supplemented, with the Owner Trustee,
and
LOUISIANA POWER & LIGHT COMPANY,
as Lessee
THIS REFUNDING AGREEMENT NO. [1/2/3], dated as of
_________ __, 199_, among ESSL 2, INC., as Owner Participant
(such term and all other capitalized terms used herein and not
defined herein having the respective meanings specified in
Appendix A to the Participation Agreement referred to below, as
modified by Schedule A-1 thereto), W3A FUNDING CORPORATION, as
Funding Corporation, FIRST NATIONAL BANK OF COMMERCE, not in its
individual capacity but solely as Owner Trustee, BANKERS TRUST
COMPANY, as [successor] Corporate Indenture Trustee under the
Indenture and as Collateral Trust Trustee under the Collateral
Trust Indenture, XXXXXXX XXXX, not in his individual capacity but
solely as [successor] Individual Indenture Trustee under the
Indenture, and LOUISIANA POWER & LIGHT COMPANY, as Lessee.
W I T N E S S E T H:
WHEREAS, the parties to this Refunding Agreement, other
than Funding Corporation and the Collateral Trust Trustee, are
parties to Participation Agreement No. [1/2/3], dated as of
September 1, 1989 (the "Participation Agreement"), among the
Owner Participant, the Owner Trustee, the Corporate Indenture
Trustee, the Individual Indenture Trustee and the Lessee; and
WHEREAS, the Initial Series Bonds were issued by the
Owner Trustee in connection with the acquisition of the Undivided
Interest; and
WHEREAS, Section 2(b) of the Participation Agreement
provides for a refunding of Outstanding Bonds upon satisfaction
of the conditions set forth in Sections 2 and 10(c) of the
Participation Agreement and Section 2.05 of the Indenture; and
WHEREAS, the Lessee has requested such a refunding; and
WHEREAS, Section 3(e) of the Facility Lease provides
for an adjustment to Basic Rent and the Value Schedules in
connection with the issuance of any Refunding Bonds; and
WHEREAS, the Lessee and the Owner Participant have
agreed for the Owner Participant to make an additional equity
investment and to cause the refinancing of the Outstanding
Initial Series Bonds through the issuance of Refunding Bonds and
other Additional Bonds in amounts sufficient to redeem such
Outstanding Initial Series Bonds and finance certain transaction
expenses associated therewith and the premium thereon, and
accordingly have agreed that the refunding contemplated by this
Agreement will require certain amendments to the Transaction
Documents; and
WHEREAS, on ________ __, 199__, at the direction of the
Lessee and the Owner Participant, the Owner Trustee gave the
Indenture Trustee notice of redemption of the Initial Series
Bonds on ______, 199__ (the "Refunding Date"), and the Indenture
Trustee gave notice of such redemption to the Holders of such
Bonds on ___, 199__, which notice provided, in accordance with
Section 5.05 of the Indenture, that such redemption is
conditional upon the receipt by the Indenture Trustee, on or
prior to the Refunding Date, of money sufficient to pay the
principal of, premium, if any, and interest on the Initial Series
Bonds then outstanding and that, if such money shall not have
been so received, said notice shall be of no force and effect and
the Owner Trustee shall not be required to redeem such
Outstanding Initial Series Bonds; and
WHEREAS, the parties hereto wish to effect the
refunding of the Outstanding Initial Series Bonds through a
refunding transaction in which, among other things, Funding
Corporation will issue Collateral Bonds to the public and will
apply a portion of the proceeds thereof as a Refunding Loan for
the account of the Owner Trustee for the refunding in whole of,
the Outstanding Initial Series Bonds, such loan to be evidenced
by Additional Bonds ("199_ Bonds") issued by the Owner Trustee to
or upon the order of Funding Corporation; and
WHEREAS, the Lessee proposes to enter into an
Underwriting Agreement, dated _________ (the "Refunding
Underwriting Agreement"), with Funding Corporation, Xxxxxx
Xxxxxxx & Co. Incorporated and Citicorp Securities, Inc. (the
"Refunding Underwriters"); and
WHEREAS, in connection with the aforesaid, it will be
necessary for the Owner Participant, the Lessee, Funding
Corporation, the Owner Trustee, the Indenture Trustee and the
Collateral Trust Trustee, subject to the conditions set forth
herein, to enter into Amendment No. 1, dated as of _______, 199_,
to the Participation Agreement ("PA Amendment No. 1"), to make
certain amendments and add certain provisions thereto; and
WHEREAS, Section 10.01 of the Indenture provides, among
other things, that the parties to the Indenture may, without
consent of the Holders of any Bonds, execute a Series
Supplemental Indenture in order to evidence the issuance of and
to provide the terms of Additional Bonds and to make certain
changes to the Indenture; and
WHEREAS, subject to the conditions set forth herein,
the Owner Trustee and the Indenture Trustee will execute
Supplemental Indenture No. 2 to the Indenture, dated as of
_________ __, 199_ ("Supplemental Indenture No. 2"), providing,
among other things, for the issuance of 199_ Bonds with the
respective terms and conditions specified therein; and
WHEREAS, Section 10.03 of the Indenture provides, among
other things, that without the consent of the Holders of any
Bonds, the Indenture Trustee (x) shall, upon receipt of a written
instruction from the Lessee and the Owner Trustee, consent to
certain amendments of the Facility Lease and (y) may join in
certain amendments of the Participation Agreement; and
WHEREAS, subject to the conditions set forth herein,
the Owner Trustee and the Lessee intend to execute Lease
Supplement No. 1 to the Facility Lease, dated as of _________ __,
199_ ("Lease Supplement No. 1"), to make certain amendments to
the Facility Lease; and
WHEREAS, subject to the conditions set forth herein,
the Owner Participant and the Lessee intend to execute Amendment
No. 1, dated as of _________ __, 199_ to the Tax Indemnification
Agreement ("TIA Amendment No. 1") to amend certain provisions of
the Tax Indemnification Agreement; and
WHEREAS, Basic Rent and the Value Schedules, as set
forth in Lease Supplement No. 1, will be adjusted to take into
effect, among other things, the additional Tax Assumptions set
forth in TIA Amendment No. 1 and the additional Pricing
Assumptions set forth in Schedule 1 to PA Amendment No. 1;
NOW, THEREFORE, in consideration of the premises and of
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
ARTICLE ONE
REFUNDING TRANSACTIONS
Section 1.01. Agreement of Funding Corporation.
Subject to the satisfaction or written waiver of the terms
and conditions hereof and of Section 2 and 10(c) of the
Participation Agreement, on the Refunding Date, Funding
Corporation shall make a Refunding Loan by paying to the
Indenture Trustee for the account of the Owner Trustee
immediately available funds in an amount equal to $__________,
and shall receive the Owner Trustee's 199_ Bonds to evidence such
Refunding Loan, as described in Section 1.02. The proceeds of
the Refunding Loan shall be paid directly to a special account
established by the Owner Trustee with the Indenture Trustee and
shall be applied as set forth in Section 1.02.
Section 1.02. Issuance of Refunding Bonds; Application of
Proceeds.
Subject to the satisfaction or written waiver of the terms
and conditions hereof and of Sections 2 and 10(c) of the
Participation Agreement and Section 2.05 of the Indenture, on the
Refunding Date: (a)(i) the Lessee, the Owner Participant,
Funding Corporation, the Owner Trustee, the Indenture Trustee,
the Individual Indenture Trustee and the Collateral Trust Trustee
shall enter into PA Amendment No. 1, (ii) the Lessee and the
Lessor shall enter into Lease Supplement No. 1, (iii) the Owner
Trustee, the Indenture Trustee and the Individual Indenture
Trustee shall enter into Supplemental Indenture No. 2, (iv) the
Lessee, Funding Corporation and the Collateral Trust Trustee
shall enter into the Collateral Trust Indenture and, subject to
satisfaction of the conditions therein set forth, Supplemental
Indenture No. 1 thereto ("Collateral Trust Supplement"), and (v)
the Lessee and the Owner Participant shall enter into TIA
Amendment No. 1; (b)(i) the Owner Participant shall pay to the
Owner Trustee an additional equity investment of $_________ (the
"Additional Equity Investment"); (ii) the Lessee shall make a
Supplemental Rent payment in the amount of $____________; and
(iii) the Owner Trustee, on behalf of the Owner Participant,
shall issue the 199_ Bonds in the principal amount of $
and apply the Refunding Loan, the Additional Equity Investment
and the Supplemental Rent to redeem the Initial Series Bonds then
Outstanding maturing in 2005 ("Series 2005 Bonds") for an amount
equal to % of the outstanding principal amount thereof (such
outstanding principal amount being $ ) plus accrued
interest thereon and to redeem the Initial Series Bonds then
Outstanding maturing in 2017 ("Series 2017 Bonds") for an amount
equal to % of the outstanding principal amount thereof (such
outstanding principal amount being $ ) plus accrued
interest thereon. The Owner Participant shall pay the Additional
Equity Investment and the Lessee shall pay the Supplemental Rent
payment directly to the special account established by the Owner
Trustee with the Indenture Trustee. Upon receipt of the
Refunding Loan in the aggregate principal amount of $
and the payments of the Owner Participant and the Lessee
described above, the Indenture Trustee, at the direction of the
Owner Trustee shall (i) authenticate and deliver the 199_ Bonds
of the series and in the aggregate principal amount of the
Refunding Loan, and bearing interest at the rates per annum and
having such other terms and conditions as set forth in
Supplemental Indenture No. 2 and (ii) apply the Refunding Loan
and the payments of the Owner Participant and the Lessee pursuant
to clause (b) of this paragraph to the redemption of the Series
2005 Bonds and Series 2017 Bonds then outstanding. Upon issuance
of the 199_ Bonds to Funding Corporation, Funding Corporation
shall pledge such 199_ Bonds in accordance with the terms of the
Collateral Trust Indenture.
Section 1.03. Implementation.
(a) Forms. The forms of PA Amendment Xx. 0, Xxxxxxxxxxxx
Xxxxxxxxx No. 2, Lease Supplement No. 1, the Collateral Trust
Indenture, the Collateral Trust Supplement and TIA Amendment
No. 1 are attached hereto as Exhibits A, B, C, D, E and F,
respectively.
(b) Obligations of the Owner Participant. The Owner
Participant hereby directs the Owner Trustee to execute and
deliver this Refunding Agreement and, subject to the terms and
conditions of Sections 2(b) and 10(c) of the Participation
Agreement and Section 2.05 of the Indenture, the Owner
Participant hereby agrees that, on the Refunding Date, it will
execute and deliver TIA Amendment No. 1 and PA Amendment No. 1
and make the payments described in Section 1.02 and direct the
Owner Trustee to (i) execute and deliver PA Amendment Xx. 0,
Xxxxxxxxxxxx Xxxxxxxxx No. 2 and Lease Supplement No. 1
(collectively, with this Refunding Agreement and TIA Amendment
No. 1, the "Refunding Documents") in substantially the forms of
Exhibits A, B and C hereto, respectively, (ii) instruct the
Indenture Trustee to consent to Lease Supplement No. 1, (iii)
execute the 199_ Bonds as contemplated by the Refunding Documents
and to request the Indenture Trustee (x) to authenticate and
deliver the 199_ Bonds pursuant to Section 2.05 of the Indenture
and (y) in view of the fact that Funding Corporation is to pledge
such 199_ Bonds to the Collateral Trust Trustee, to cause such
199_ Bonds to be delivered directly to, and registered in the
name of, the Collateral Trust Trustee, and (iv) execute and
deliver all other agreements, instruments and certificates
contemplated by the Transaction Documents and the Refunding
Documents.
(c) Instruction and Consent. Subject to satisfaction of the
terms and conditions of Sections 2(b) and 10(c) of the
Participation Agreement and Section 2.05 of the Indenture, (x) in
accordance with Section 10.03(a) of the Indenture, the Lessee and
the Owner Trustee hereby instruct the Indenture Trustee to
consent, effective as of the Refunding Date, to Lease Supplement
No. 1, and the Indenture Trustee hereby so consents, and (y) in
accordance with Section 10.01 and 10.03 of the Indenture, the
Owner Trustee and the Indenture Trustee hereby consent and agree
to execute and deliver PA Amendment No. 1 and Supplemental
Indenture No. 2 on the Refunding Date. The Lessee consents to
the execution and delivery of Supplemental Indenture No. 2 by the
Owner Trustee and the Indenture Trustee on the Refunding Date.
(d) Recordations and Filings. The Lessee shall cause to be
made the recordations and filings set forth in Schedule 1 hereto
on or prior to the Refunding Date and represents that such
filings and recordations are all the recordations and filings
necessary to preserve, protect and perfect the Owner Trustee's
right, title and interest in and to the Undivided Interest, the
Ground Lease Property and under the Facility Lease, as amended by
Lease Amendment No. 1, and the security interest of the Indenture
Trustee in the Lease Indenture Estate under the Indenture, as
amended by Supplemental Indenture No. 2.
(e) Funding Corporation Consent. Pursuant to the
Collateral Trust Indenture, Funding Corporation shall assign to
the Collateral Trust Trustee on the Refunding Date all of Funding
Corporation's right, title and interest in and to the 199_ Bonds,
as security for Funding Corporation's obligations under the
related Refunding Collateral Bonds and under the Collateral Trust
Indenture. Accordingly, Funding Corporation hereby consents to
the Owner Trustee's issuance of the 199_ Bonds directly to the
Collateral Trust Trustee.
[(f) Promissory Note; First Mortgage Bonds. The Lessee and
the Owner Participant agree that a replacement Promissory Note
dated the Refunding Date and reflecting the revisions to the
Value Schedules contemplated by Lease Supplement No. 1 shall be
delivered to the Owner Participant in exchange for the Promissory
Note dated September 28, 1989 as contemplated by the last
sentence of Section 16(a)(3) of the Participation Agreement. In
addition, the Owner Participant shall surrender to the Lessee for
retirement and cancellation First Mortgage Bonds in the principal
amount of $ , as contemplated by the last sentence of
Section 16(e)(4) of the Participation Agreement.]
(g) Terms of 199_ Bonds. In accordance with Section 2(b)
of the Participation Agreement, the Lessee hereby gives the Owner
Participant irrevocable notice that the terms of the 199_ Bonds
shall be as set forth in Exhibit B hereto. The Owner Participant
hereby agrees to accept a notice period of fewer than five
Business Days as contemplated by Section 2(b) of the
Participation Agreement.
ARTICLE TWO
CONDITIONS TO REFUNDING TRANSACTIONS
Section 2.01. Conditions to Obligations of Funding Corporation
and Lessee.
The respective obligations of Funding Corporation and the
Lessee to take the actions specified in Sections 1.01 and 1.02
are subject to the satisfaction on or before the Refunding Date
of the following conditions:
(i) the Refunding Underwriting Agreement
relating to the offer and sale to the public of
$___________ aggregate principal amount of Secured
Lease Obligation Bonds of Funding Corporation (the
"Refunding Collateral Bonds") shall have been executed
and delivered;
(ii) the Refunding Underwriters shall have
purchased the Refunding Collateral Bonds pursuant to
the Refunding Underwriting Agreement; and
(iii) the conditions set forth in Sections 2
and 10(c) of the Participation Agreement and in the
Refunding Underwriting Agreement shall have been
satisfied or waived in writing.
Section 2.02. Conditions Precedent to Obligations of Owner
Participant and Lessee.
The obligations of the Owner Participant and the Lessee to
take the actions specified in Article One hereof on the Refunding
Date shall be subject to the following conditions precedent:
(i) each of the representations and
warranties set forth in Section 9(a)(1), (2), (3), (4),
(5), (10), (11), (12), (15), (16), (19) and (20) of the
Participation Agreement shall be true and correct as of
the Refunding Date, provided that (a) all references
therein to Closing Date shall be deemed to mean the
Refunding Date, (b) the term Disclosure Documents shall
be deemed to mean Lessee's latest Annual Report on Form
10-K filed with the SEC and all documents subsequently
filed by the Lessee with the SEC pursuant to Section
13, 14 or 15(d) of the Securities Exchange Act prior to
the date of the execution and delivery of the Refunding
Agreement, and (c) the references in clause (10) to
June 30, 1989 shall be deemed to mean the last day of
the fiscal quarter for which the most recent Quarterly
Report on Form 10-Q has been filed with the SEC; and
Lessee shall have delivered a certificate to such
effect to the Owner Participant; and
(ii) each of the representations
and warranties of the Owner Participant set forth in
Section 6(a)(1), (2), (3), (4) and (9) of the
Participation Agreement shall be true and correct as of
the Refunding Date, provided that all references
therein to Closing Date shall be deemed to mean the
Refunding Date; and the Owner Participant shall have
delivered a certificate to such effect to the Lessee;
(iii) each of the representations
and warranties of FNBC and Owner Trustee set forth in
Section 7(a)(1), (2), (3), (4), (5), (6), (7), (8), (9)
and (10) of the Participation Agreement shall be true
and correct as of the Refunding Date, provided that all
references therein to Closing Date shall be deemed to
mean the Refunding Date; and FNBC and the Owner Trustee
shall have delivered a certificate to such effect to
the Owner Participant and the Lessee;
(iv) each of the representations
and warranties of IT and the Indenture Trustee set
forth in Section 8(a) of the Participation Agreement
shall be true and correct as of the Refunding Date,
provided that all references therein to Closing Date
shall be deemed to mean the Refunding Date; and IT and
the Indenture Trustee shall have delivered a
certificate to such effect to the Owner Participant and
the Lessee;
(v) each of the representations and
warranties of Funding Corporation in Section 8A of the
Participation Agreement shall be true and correct and
Funding Corporation shall have delivered a certificate
to such effect to the Owner Participant and the Lessee.
(vi) each of the representations
and warranties of the Collateral Trust Trustee in
Section 8B of the Participation Agreement shall be true
and correct and the Collateral Trust Trustee shall have
delivered a certificate to such effect to the Owner
Participant and the Lessee.
(vii) the Refunding Underwriting
Agreement shall have been executed and delivered;
(viii) the Refunding Underwriters
shall have purchased the Refunding Collateral Bonds
pursuant to the Refunding Underwriting Agreement; and
(ix) the conditions set forth in
Sections 2(b) and 10(c) of the Participation Agreement
shall have been satisfied or waived in writing;
provided, however, that the obligations of the Lessee shall not
be subject to the conditions set forth in clause (i) above and
the obligations of the Owner Participant shall not be subject to
the conditions set forth in clause (ii) above.
Section 2.03.Conditions to Obligation of Owner Trustee.
The obligation of the Owner Trustee to issue and deliver the
199_ Bonds on the Refunding Date to the Collateral Trust Trustee,
as assignee of Funding Corporation, in consideration of the
Refunding Loan is subject to (x) the simultaneous performance by
Funding Corporation of its obligations under Article One and the
payment by the Owner Participant and the Lessee of the amounts
provided in Section 1.02, (y) the satisfaction on or before the
Refunding Date of the conditions set forth in Sections 2
and 10(c) of the Participation Agreement and Section 2.05 of the
Indenture to the obligation of the Owner Trustee to participate
in the transactions contemplated by this Refunding Agreement, and
(z) receipt of a direction from the Owner Participant in
conformance with Section 1.03.
Section 2.04.Conditions to Obligation of Indenture Trustee.
The obligation of the Indenture Trustee to take the action
specified in Section 1.02 is subject to the satisfaction on or
before the Refunding Date of the conditions set forth in Section
2.05 of the Indenture.
ARTICLE THREE
REFUNDING EXPENSES
Section 3.01.Refunding Expenses.
(a) Subject to the provisions of this Section 3.01, solely
from funds provided by the Owner Participant, the Owner Trustee
hereby agrees that it will pay when due, or reimburse any Person
who has previously paid, the following costs and expenses
("Refunding Expenses"):
(i) the reasonable legal fees and
disbursements of the Owner Participant's
Special Counsel (not to exceed $_______), the
Owner Participant's Tax Counsel (not to
exceed $______), the Owner Participant's
Special Louisiana Counsel (not to exceed
$ ), the Owner Trustee's Counsel
(Louisiana and New York) and the Indenture
Trustee's Counsel for their services rendered
in connection with the execution and delivery
of this Refunding Agreement and the other
Refunding Documents and Financing Documents;
(ii) all stenographic,
printing, reproduction, and other reasonable
out-of-pocket expenses (other than investment
banking or brokerage fees) incurred in
connection with the transactions contemplated
by the Refunding Documents and Financing
Documents and all other agreements, documents
or instruments prepared in connection
therewith (including all structuring
computations and computerized lease analysis
and travel related costs);
(iii) all costs of
issuance of the Refunding Collateral Bonds,
including, without limitation, the costs of
preparing the Refunding Underwriting
Agreement, and all filing fees relating to
any Registration Statement for the Refunding
Collateral Bonds and the fees, expenses and
disbursements of the law firms referred to in
clause (i) above, and of counsel to the
Refunding Underwriters, rating agency fees
and the fees and commissions of the Refunding
Underwriters;
(iv) all fees of the
Owner Trustee and the Indenture Trustee in
connection with the review, execution and
delivery of this Refunding Agreement and the
other Refunding Documents; and
(v) any other fees, expenses,
disbursements and costs as the Lessee and the
Owner Participant shall have agreed are
payable pursuant to this Section 3.01(a).
Subject to the provisions of paragraphs (b) and (c)
below, funds for the payment of Refunding Expenses will be
provided by the Owner Participant to the Owner Trustee and the
Owner Trustee will promptly disburse such funds upon written
authorization from the Owner Participant. The amount of
Refunding Expenses payable by the Owner Trustee shall not exceed
$____________.
(b) Payments or reimbursements of Refunding Expenses shall
be made (i) on the Refunding Date to the extent invoiced and
approved by the Owner Participant on or prior to the Refunding
Date, and (ii) to the extent not previously paid pursuant hereto
as promptly as practicable, and in any event not later than 10
Business Days after being invoiced. Each party hereto shall use
its best efforts to prepare, and cause any Person acting for it
to prepare, and submit as soon as practicable and in any event
not later than 30 days after the Refunding Date any invoice of
such Person in respect of Refunding Expenses. Promptly after the
payment of such Refunding Expenses, such adjustments to Basic
Rent and the Value Schedules as are required by Section 3(e)(ii)
of the Facility Lease shall be made.
(c) Notwithstanding anything in this Section 3.01 to the
contrary, in the event the transactions contemplated by this
Refunding Agreement shall not be consummated, the Lessee shall
pay or cause to be paid, and shall indemnify and hold harmless
the Indenture Trustee, the Owner Trustee, Funding Corporation,
the Owner Participant and the Collateral Trust Trustee with
respect to all losses, costs and expenses whatsoever incurred by
them as a result of the pursuit of such transactions, including,
without limitation, all Refunding Expenses (which shall, in such
an instance, be deemed to include, without limitation, all
losses, costs and expenses whatsoever incurred by the Owner
Participant pursuant to this Agreement and Section 7.01 of the
Trust Agreement) unless, in the case of the Owner Participant,
such failure to consummate shall result solely from the Owner
Participant's default in making its investment as contemplated in
Article One hereunder. Furthermore, in the event that the
Refunding Expenses shall exceed the funds available to the Owner
Trustee pursuant to paragraph (a) for the payment of Refunding
Expenses, the Lessee shall pay or cause to be paid, and shall
indemnify and hold harmless the Indenture Trustee, the Owner
Trustee, Funding Corporation, the Owner Participant and the
Collateral Trust Trustee with respect to, all such excess
Refunding Expenses.
ARTICLE FOUR
MISCELLANEOUS
Section 4.01.Execution.
This Refunding Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall
be an original, but all such counterparts shall together
constitute but one and the same instrument.
Section 4.02.Governing Law.
This Refunding Agreement shall be governed by, and be
construed in accordance with, the laws of the State of New York.
Section 4.03.Concerning the Owner Trustee.
FNBC is entering into this Refunding Agreement solely
as Owner Trustee under the Trust Agreement and not in its
individual capacity. Anything herein to the contrary
notwithstanding, all and each of the agreements and obligations
herein made or undertaken on the part of the Owner Trustee are
made or undertaken not as personal agreements of FNBC, but are
made or undertaken solely for the purpose of binding only the
Trust Estate, and nothing contained in this Refunding Agreement
shall entitle any person to any claim against FNBC in its
individual capacity or any of its assets.
IN WITNESS WHEREOF, the parties hereto have caused this
Refunding Agreement to be duly executed by their respective
officers thereunto duly authorized.
ESSL 2, INC.
as Owner Participant
By
Name:
Title:
W3A FUNDING CORPORATION
By
Name:
Title:
FIRST NATIONAL BANK OF COMMERCE, not in
its individual capacity but solely
as Owner Trustee under the Trust
Agreement
By
Name:
Title:
BANKERS TRUST COMPANY, not in its
individual capacity but solely as
Corporate Indenture Trustee and
Collateral Trust Trustee
By
Name:
Title:
XXXXXXX XXXX, not in his individual
capacity but solely as Individual
Indenture Trustee
LOUISIANA POWER & LIGHT COMPANY, as Lessee
By
Name:
Title:
SCHEDULE 1
Recordations and Filings
EXHIBIT A
Form of PA Amendment No. 1
EXHIBIT B
Form of Supplemental Indenture No. 2
EXHIBIT C
Form of Lease Supplement No. 1
EXHIBIT D
Form of Collateral Trust Indenture
EXHIBIT E
Form of Collateral Trust Supplement
EXHIBIT F
Form of TIA Amendment No. 1
