Exhibit B-3(c)
AMENDMENT NO. 4 TO LOAN AGREEMENT
THIS AMENDMENT NO. 4, made and entered into as of March
30, 2001, 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 and March 30, 2001, the
Securities and Exchange Commission (hereinafter referred to as
the "Commission") entered orders (Holding Company Act Release
Nos. 35-26617 and 35-27369, respectively, in File No. 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. Amendments to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after March 30, 2001 (the "Fourth 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
Two Hundred Million Dollars ($200,000,000) at any one
time outstanding; provided, however, that if, during
the term of this Loan Agreement, Services shall enter
into a loan agreement or loan agreements with one or
more banks, the commitment(s) of any such bank or banks
thereunder shall, for such period as the same shall
remain in effect, correspondingly reduce the amount of
Entergy's commitment hereunder (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 Fourth Amendment Effective Date,
(iii) be stated to mature on November 30, 2001, and
(iv) bear interest as provided in paragraph 3 hereof."
II. Issuance of New Note.
On the Fourth 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, 1996 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.
(a) Except as expressly amended hereby, the Loan Agreement
shall continue in full force and effect in accordance with the
provisions thereof.
(b) This Amendment No. 4 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/ Xxxx Xxx Xxxxxxxxxx
Name: Xxxx Xxx Xxxxxxxxxx
Title: Assistant Treasurer
ENTERGY CORPORATION
By: /s/ Xxxxxx X. XxXxxx
Name: Xxxxxx X. XxXxxx
Title: VP & Treasurer
EXHIBIT A
FORM OF NOTE
$200,000,000 March 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 Two Hundred Million
Dollars ($200,000,000) 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 July 1, 2001, 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. 4,
dated as of March 30, 2001 ("Amendment No. 4"), 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
prepaid, 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/ Xxxx Xxx Xxxxxxxxxx
Name: Xxxx Xxx Xxxxxxxxxx
Title: Assistant Treasurer
