EXHIBIT B-3(b)
AMENDMENT NO. 3 TO LOAN AGREEMENT
THIS AMENDMENT NO. 3, made and entered into as of November
30, 1996 to the Loan Agreement, dated as of September 18, 1991,
as amended ("Loan Agreement"), between Entergy Services, Inc.
(hereinafter referred to as "Services"), a corporation organized
under the laws of Delaware and having its principal place of
business at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx, and
Entergy Corporation (hereinafter referred to as "Entergy"), a
corporation organized under the laws of Delaware and having its
principal place of business at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxx,
Xxxxxxxxx.
WHEREAS, Services and Entergy have heretofore entered into
the Loan Agreement, and Services and Entergy desire, upon the
terms and subject to the conditions herein set forth, to amend
the Loan Agreement in the manner and to the extent hereinafter
provided; and
WHEREAS, on November 27, 1996, the Securities and Exchange
Commission (hereinafter referred to as the "Commission") entered
an order (Holding Company Act Release No. 35-26617; 70-8899)
under the Public Utility Holding Company Act of 1935 authorizing
the borrowings by Services from Entergy as contemplated herein.
NOW THEREFORE, in consideration of the premises and of the
mutual agreements herein, the parties hereto agree as follows:
I. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after November 30, 1996 (the "Third
Amendment Effective Date"), Services shall have the
right to borrow and reborrow from Entergy and Entergy
agrees to lend to Services, from time to time, through
November 30, 2001, an aggregate principal amount not to
exceed One Hundred Fifty Million Dollars ($150,000,000)
at any one time outstanding; provided, however, that
the amount of Entergy's commitment hereunder shall be
correspondingly reduced by the commitment(s) of any
bank or banks to lend money to Services for such period
as the commitment(s) of any such bank or banks shall
remain in effect (the amount of Entergy's commitment
hereunder as from time to time in effect being
hereinafter referred to as the "Commitment").
Borrowings hereunder shall be in addition to borrowings
by Services from time to time through the Entergy
System Money Pool or through such other financing
arrangements as may be entered into by Services."
(b) The Loan Agreement is hereby further amended by restating
the third sentence of Paragraph 2 thereof to read as follows:
"The Note shall (i) be payable to the order of
Entergy, (ii) be dated the Third Amendment Effective
Date, (iii) be stated to mature on November 30, 2001, and
(iv) bear interest as provided in paragraph 3 hereof."
(c) The Loan Agreement is hereby further amended by restating
the first sentence of Paragraph 3 thereof to read as follows:
"The Note shall bear interest on the unpaid principal
amount thereof at the rate of interest equal to the prime
rate published daily in the Wall Street Journal
(hereinafter referred to as the "WSJ Rate")."
(d) The Loan Agreement is hereby further amended by restating
the second sentence of Paragraph 4 thereof to read as follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a change in
the WSJ Rate shall become effective as of the opening of
business on the day on which such change in the WSJ Rate
shall become effective."
II. Issuance of New Note.
On the Third Amendment Effective Date, Services will
execute and deliver to Entergy a note in the form annexed hereto
as Exhibit A, and the Note dated November 30, 1994 shall be
deemed replaced and superseded thereby. Thereafter such new Note
will evidence the borrowings of Services from Entergy under the
Loan Agreement as amended hereby.
III. Miscellaneous.
(c) Except as expressly amended hereby, the Loan Agreement
shall continue in full force and effect in accordance with the
provisions thereof.
(d) This Amendment No. 3 shall be construed in accordance with
and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereof have executed this
Amendment as of the date and year first above written.
ENTERGY SERVICES, INC.
By: /s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
Title: Assistant Treasurer
ENTERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Title: Vice President and Treasurer
EXHIBIT A
NOTE
$150,000,000 November 30, 0000
Xxx Xxxxxxx, Xxxxxxxxx
FOR VALUE RECEIVED, ENTERGY SERVICES, INC.
("Services") promises to pay to the order of ENTERGY CORPORATION
("Entergy"), on November 30, 2001 at its office located at 000
Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx 00000, in lawful money of
the United States of America, the principal amount of One Hundred
Fifty Million Dollars ($150,000,000) or, if less, the aggregate
unpaid principal amount of all loans made by Entergy to Services
pursuant to the Loan Agreement referred to below, and to pay
interest in like money at said office on the unpaid principal
amount hereof from the date hereof, payable quarterly in arrears
on the first business day of each April, July, October and
January, commencing on January 1, 1997, and upon termination of
the loan commitment under said Loan Agreement, at a rate per
annum equal from time to time to the WSJ Rate as defined in said
Loan Agreement.
This Note is the Note referred to in Amendment No. 3,
dated as of November 30, 1996 ("Amendment No. 3"), to the Loan
Agreement, dated as of September 18, 1991, as amended ("Loan
Agreement"), between Services and Entergy, and is entitled to the
benefits and subject to the provisions thereof.
All loans made by Entergy to Services pursuant to the
Loan Agreement, and all payments made on the account of the
principal hereof, shall be recorded by Entergy on a schedule
which by this reference is incorporated herein and made a part of
this Note.
The unpaid principal amount of this Note may be pre
paid, in whole at any time or in part from time to time, without
premium or penalty, and is subject to mandatory prepayment under
the circumstances and to the extent set forth in the Loan
Agreement.
Upon the occurrence of a default as specified in the
Loan Agreement, the principal amount then remaining unpaid on
this Note, and accrued interest thereon, may be declared to be
immediately due and payable as provided in the Loan Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
ENTERGY SERVICES, INC.
By: /s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
Title: Assistant Treasurer
