Exhibit B-1(d)
LESSEE'S CONSENT
Pursuant to Section 33(d) of the Fuel Lease, dated as of
December 22, 1988, between River Fuel Trust #1 ("Lessor") and
Entergy Arkansas, Inc. ("Lessee"), Lessee hereby consents to
Xxxxxx's execution and delivery of four separate Note Purchase
Agreements, each dated as of December 19, 1997, with Metropolitan
Life Insurance Company, Connecticut General Life Insurance
Company, Nationwide Life Insurance Company and Sun Life Assurance
Company of Canada and Sun Life Assurance Company of Canada
(U.S.), as Purchasers, relating to the issue and sale of
$40,000,000 aggregate principal amount of Lessor's Intermediate
Term Secured Notes, 6.56% Series C, due December 15, 2000.
ENTERGY ARKANSAS, INC.
By: Xxxxxxx X. Xxxxx, Xx.
Dated: December 19, 1999
