Exhibit 4(a) 15
November 21, 1996
Entergy Corporation
000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Entergy Technology Holding Company
c/o Entergy Corporation
000 Xxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxx 00000
Re: Guaranty and Acknowledgment Agreement
dated as of October 3, 1996
Ladies and Gentlemen:
Reference is made to the Guaranty and
Acknowledgement Agreement dated as of October 3, 1996 (the
"Guaranty Agreement") among each of you and the undersigned.
The undersigned hereby agrees with you that
the Guaranty Agreement shall be amended as follows:
(a) Section 5.2 shall be amended by deleting the
words "each of ETHC and its respective subsidiaries"
beginning in the third line thereof and inserting in lieu
thereof the word "ETHC"; and
(b) Section 6.1 shall be amended as follows:
(i) by inserting "; Indemnification" immediately
following the word "Expenses" and immediately preceding
the period in the heading of such Section 6.1;
(ii) by inserting "(a)" immediately preceding the
existing paragraph; and
(iii) by inserting a clause (b) reading in its
entirety as follows:
"(b) ETHC and Entergy hereby agree, jointly and
severally, to indemnify and hold the Guaranteed Party
and its Affiliates and its officers, directors,
employees and professional advisors (each, an
"Indemnified Person") harmless from and against any and
all claims, damages, losses, liabilities, costs or
expenses (including reasonable attorney's fees and
expenses, whether or not such Indemnified Person is
named as a party to any proceeding or is otherwise
subjected to judicial or legal process arising from any
such proceeding) that any of them may incur or which may
be claimed against any of them by any person or entity
by reason of or in connection with the execution,
delivery or performance of this Agreement, the ETHC
Note, the Escrow Note, the Note Purchase Agreement, the
Seller Note and any other instruments or documents which
may be delivered in connection with this Agreement, the
ETHC Note, the Escrow Note, the Note Purchase Agreement
or the Seller Note or any transaction contemplated
thereby, except that no Indemnified Person shall be
entitled to any indemnification hereunder to the extent
that such claims, damages, losses, liabilities, costs or
expenses are finally determined by a court of competent
jurisdiction to have resulted from the gross negligence
or willful misconduct of such Indemnified Person. The
obligations of each of ETHC and Entergy under this
Section 6.1(b) shall survive the repayment of all
amounts owing to the Guaranteed Party, in such capacity
or otherwise, under this Agreement and the Notes. If
and to the extent that the obligations of ETHC and
Entergy under this Section 6.1(b) are unenforceable for
any reason, ETHC and Entergy agree, jointly and
severally, to make the maximum contribution to the
payment and satisfaction thereof which is permissible
under applicable law."
(c) Article VI shall be amended by inserting the
following definition in alphabetical order:
"Affiliate" means, as to any Person, any other
Person that, directly or indirectly, controls, is
controlled by or is under common control with such
Person or is a director or officer of such Person.
In connection with the amendment contemplated by
clause (a) above, the undersigned hereby waives (i) any
failure to comply with Section 5.2 of the Guaranty Agreement
as in effect before giving effect to the foregoing amendment
that may have occurred and that would not be a failure to
comply with Section 5.2 as amended hereby and (ii) any Event
of Default that may have arisen under either the ETHC Note or
the Escrow Note (each as defined in the Guaranty Agreement)
as a result of any such failure to comply with Section 5.2 as
in effect before giving effect to the foregoing amendment.
Except as amended hereby and except to the extent
waived hereunder, the Guaranty Agreement, the ETHC Note and
the Escrow Note remain in full force and effect and are
hereby ratified and confirmed.
The rights and duties of the undersigned and each
of you under this letter agreement shall, pursuant to New
York General Obligations Law Section 5-1401, be governed by
the law of the State of New York.
This letter agreement may be executed in multiple
counterparts, each of which shall be deemed to be an
original, but all such separate counterparts shall together
constitute but one letter agreement.
Please confirm your acceptance of the foregoing by
signing below where provided.
THE BANK OF NEW YORK
By:
Name:
Title:
Accepted and agreed:
ENTERGY CORPORATION
By:
Name:
Title:
ENTERGY TECHNOLOGY HOLDING COMPANY
By:
Name:
Title:
