Exhibit B-2(f)
SUPPLEMENTAL INSTRUCTIONS
PURSUANT TO
TRUST AGREEMENT
OF RIVER FUEL TRUST #2
DATED JANUARY 27, 1989
No. 1999-2
These Supplemental Instructions are given pursuant to the
Trust Agreement, dated as of January 27, 1989 (the "Trust
Agreement"), among The Chase Manhattan Bank (as successor to
Xxxxxx Guaranty Trust Company of New York), as Trustor, United
States Trust Company of New York, as Trustee, and Entergy
Louisiana, Inc., as Beneficiary, under which River Fuel Trust #2
(the "Trust") was formed.
WHEREAS, the Trust Agreement contemplates the delivery by
the Beneficiary to and acceptance by the Trustee of Supplemental
Instructions with respect to the execution and delivery of
agreements, acceptance of assignments of agreements or rights,
acquisitions of properties and entering into certain transactions
by River Fuel Company #2, Inc., a Delaware corporation (the
"Corporation"), all of the capital stock of which is owned by the
Trust, in accordance with lawful requests of the Beneficiary; and
WHEREAS, the Beneficiary now desires to give Supplemental
Instructions to the Trustee as herein set forth:
NOW, THEREFORE, the Beneficiary hereby gives, and the
Trustee by its signature hereto hereby accepts, the following
Supplemental Instructions:
Section 1. Definitions. For the purpose of these
Supplemental Instructions, the capitalized terms used herein and
not otherwise defined herein shall have the meanings set forth in
the Trust Agreement.
Section 2. Authorization and Direction to Use Best Efforts
to Cause the Corporation to Accept and/or Execute Documents or
Rights. The Trustee is authorized and directed, in the name and
on behalf of the Trust, to use its best efforts to cause the
Corporation to execute and deliver, and to cause the Corporation
to perform its duties and obligations under:
(a) The Amended and Restated Credit Agreement, dated as of
November 19, 1999 (the "Credit Agreement"), among the
Corporation, The Bank of New York and the various
Lenders parties thereto;
(b) The Depositary Agreement, dated as of November 19, 1999
(the "Depositary Agreement"), among the Corporation,
The Chase Manhattan Bank and The Bank of New York; and
(c) All agreements, certificates and other documents
necessary or desirable in connection with the Credit
Agreement and the Depositary Agreement.
Section 3. Confirmation of Trust. The Trustee hereby
confirms by its execution hereof that the declaration of trust
embodied in Section 3 of the Trust Agreement shall apply fully to
all rights, estates, properties, assets, payments or proceeds
received or obtained by the Trustee pursuant to these
Supplemental Instructions, all of which constitute part of the
Trust Estate.
Section 4. Other Provisions.
Except as herein expressly provided, all of the terms and
provisions of the Trust Agreement shall as nearly as may be
practicable apply to all rights and obligations obtained or
incurred by the Trustee or the Corporation pursuant to these
Supplemental Instructions.
IN WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions on the day and year first below
written.
Dated: November 19, 1999
ENTERGY LOUISIANA, INC.
By:________________________
Name: Xxxxxx X. XxXxxx
Title: Vice President and Treasurer
ACCEPTED:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By:
Name:
Title:
