Exhibit B-1(a)(12)
SYSTEM FUELS, INC.
(Money Pool Note)
$ 200,000,000
March 30, 2001
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned, System
Fuels, Inc. (the "Borrower"), promises to pay to the order of
Entergy Services, Inc., as agent (the "Agent") for the
participating companies (each, a "Participant", and collectively,
the "Participants") in the Entergy System Money Pool ("Money
Pool"), at the office of Hibernia National Bank, 000 Xxxxxxxxxx
Xxxxxx, Xxx Xxxxxxx, Louisiana (the "Bank"), in lawful money of
the United States of America, the principal amount of Two Hundred
Million Dollars ($200,000,000) or, if less than such principal
amount, the aggregate unpaid principal amount of all loans
outstanding, or any portion of such loans as determined by the
Agent, made by the Participants to the Borrower through the Money
Pool pursuant to the authorization in effect from time to time of
the Securities and Exchange Commission under the Public Utility
Holding Company Act of 1935, as amended. The Borrower further
promises to pay interest on the principal amount of this Note,
or, if less, the unpaid balance thereof, in like money, at said
office of the Bank, from the date of this Note, at a rate of
interest, calculated on a daily basis, equal to the Daily
Weighted Average Investment Rate of the Money Pool portfolio in
effect from time to time calculated in accordance with the
following paragraph; provided, however, that in the event that on
and as of any particular day there are no excess funds invested
in the Money Pool portfolio, the Daily Federal Funds Effective
Rate as quoted by the Federal Reserve Bank of New York will be
the rate of interest applicable to this Note for that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated by
multiplying (A) the aggregate of the total daily interest payable
on all investments in the Money Pool portfolio outstanding as of
such day by (B) 360, and dividing the product thereof by the
total amount invested in the Money Pool portfolio as of such day.
For purposes of calculating the daily interest payable on each
investment in the Money Pool portfolio in (A) above, the original
cost of each such investment shall be multiplied by its
respective yield and the product shall be divided by 360.
The amount of each loan made by a Participant to the
Borrower through the Money Pool, and the amount of each payment
of principal by the Borrower to a Participant, shall be evidenced
and determined by reference to the appropriate accounting and
computer records maintained by the Agent, as administrator of the
Money Pool.
Interest on this Note shall be payable monthly for the
preceding month not later than the second business day of each
month, commencing on the first such day after the date of this
Note.
In case this Note should be placed in the hands of an
attorney to institute legal proceedings to recover the amount
hereof or any part hereof, in principal or interest, or to
protect the interests of the holder or holders hereof, or in case
the same should be placed in the hands of an attorney for
collection, compromise or other action, the Borrower binds itself
to pay the reasonable fee of the attorney who may be employed for
that purpose.
The Borrower hereby waives presentment for payment,
demand, notice of non-payment, protest and all pleas of division
and discussion, and agrees that the time of payment hereof may be
extended from time to time, one or more times, without notice of
such extension or extensions and without previous consent.
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.
This Note shall replace and supercede the promissory
note, dated November 30, 1996, issued by the Borrower to the
Agent in respect of borrowings to be made by the Borrower through
the Money Pool. Such prior note is hereby cancelled and
rescinded.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused this
Note to be executed by its officer hereunto duly authorized.
SYSTEM FUELS, INC.
By: /s/Xxxx Xxx Xxxxxxxxxx
Name: Xxxx Xxx Xxxxxxxxxx
Title: Assistant Treasurer
