EXHIBIT B-2(b)
AMENDMENT NO. 5 TO LOAN AGREEMENT
THIS AMENDMENT NO. 5, made and entered into as of
________ __, 2001, to the Loan Agreement, dated as of June 6,
1990, as amended ("Loan Agreement"), between Entergy Operations,
Inc. (hereinafter referred to as "Entergy Operations"), a
corporation organized under the laws of Delaware and having its
principal place of business at Echelon One, Jackson, Mississippi,
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, Entergy Operations and Entergy have heretofore
entered into the Loan Agreement, and Entergy Operations and
Entergy desire, upon the terms and subject to the conditions
herein set forth, to further amend the Loan Agreement in the
manner and to the extent hereinafter provided; and
WHEREAS, on _________ __, 2001, the Securities and
Exchange Commission (hereinafter referred to as the "Commission")
entered an order (Holding Company Act Release No. 35-__________;
70-______) under the Public Utility Holding Company Act of 1935
authorizing the borrowings by Entergy Operations 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 ________ __, 2001 (the "Fifth Amendment
Effective Date"), Entergy Operations shall have the
right to borrow and reborrow from Entergy and Entergy
agrees to lend to Entergy Operations, from time to
time, on and after the Fifth Amendment Effective Date,
through November 30, 2006, an aggregate principal
amount not to exceed Twenty Million Dollars
($20,000,000) at any one time outstanding; provided,
however, that if Entergy Operations shall thereafter
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 Entergy Operations from time
to time through the Entergy System Money Pool or
through other financing arrangements as may be entered
into by Entergy Operations."
(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 Fifth Amendment Effective Date, (iii)
be stated to mature on November 30, 2006, and (iv) bear
interest as provided in paragraph 3 hereof."
II. Issuance of New Note.
On the Fifth Amendment Effective Date, Entergy
Operations 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 shall evidence the borrowings of Entergy Operations
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. 5 shall be construed in accordance
with and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have executed
this Amendment as of the date and year first above written.
ENTERGY OPERATIONS, INC.
By:___________________________
Name:
Title:
ENTERGY CORPORATION
By:___________________________
Name:
Title:
EXHIBIT A
[FORM OF NOTE]
$20,000,000 ____________ __, 0000
Xxx Xxxxxxx, Xxxxxxxxx
FOR VALUE RECEIVED, ENTERGY OPERATIONS, INC. ("Entergy
Operations") promises to pay to the order of ENTERGY CORPORATION
("Entergy"), on November 30, 2006 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 Twenty
Million Dollars ($20,000,000) or, if less, the aggregate unpaid
principal amount of all loans made by Entergy to Entergy
Operations 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 ______________, 2002, and upon
termination of the 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. 5,
dated as of _________ __, 2001 ("Amendment No. 5"), to the Loan
Agreement, dated as of June 6, 1990, as amended ("Loan
Agreement"), between Entergy Operations and Entergy, and is
entitled to the benefits and subject to the provisions thereof.
All loans made by Entergy to Entergy Operations
pursuant to the Loan Agreement, and all payments made on the
account of the principal hereof, shall be evidenced and
determined by reference to the appropriate accounting and
computer records maintained by Entergy Services, Inc.
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 loan commitment under the Loan Agreement may
be terminated and the principal amount then remaining unpaid on
this Note, and accrued interest thereon, may be declared to be
immediately due and payable all 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 OPERATIONS, INC.
By:__________________________
Name:
Title:
