EXHIBIT B-4(b)
AMENDMENT NO. 1 TO LOAN AGREEMENT
THIS AMENDMENT NO. 1, made and entered into as of
November 30, 1996 to the Loan Agreement, dated as of March 21,
1994 ("Loan Agreement"), between System Fuels, Inc. (hereinafter
referred to as "SFI"), a corporation organized under the laws of
Louisiana and having its principal place of business at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx, 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, SFI and Entergy have heretofore entered into
the Loan Agreement, and SFI and Entergy desire, upon the terms
and subject to the conditions herein set forth, to amend the Loan
Agreement in the manner and to the extent hereinafter provided;
and
WHEREAS, on November 27, 1996, the Securities and
Exchange Commission (hereinafter referred to as the "Commission")
entered an order (Holding Company Act Release No. 35-26617; 70-
8899) under the Public Utility Holding Company Act of 1935
authorizing the borrowings by SFI 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. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after November 30, 1996 (the "First
Amendment Effective Date"), SFI shall have the right to
borrow and reborrow from Entergy and Entergy agrees to
lend to SFI, from time to time, through November 30,
2001, an aggregate principal amount not to exceed
Ninety-five Million Dollars ($95,000,000) at any one
time outstanding; provided, however, that the amount of
Entergy's commitment hereunder shall be correspondingly
reduced by the commitment(s) of any bank or banks to
lend money to SFI for such period as the commitment(s)
of any such bank or banks shall remain in effect (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 SFI from time to time through
the Entergy System Money Pool or through such other
financing arrangements as may be entered into by SFI."
(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 First Amendment Effective
Date, (iii) be stated to mature on November 30, 2001,
and (iv) bear interest as provided in paragraph 3
hereof."
(c) The Loan Agreement is hereby further amended by
restating the first sentence of Paragraph 3 thereof to read as
follows:
"The Note shall bear interest on the unpaid principal
amount thereof at the rate of interest equal to the
prime rate published daily in the Wall Street Journal
(hereinafter referred to as the "WSJ Rate")."
(d) The Loan Agreement is hereby further amended by
restating the second sentence of Paragraph 4 thereof to read as
follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a change in
the WSJ Rate shall become effective as of the opening
of business on the day on which such change in the WSJ
Rate shall become effective."
II. Issuance of New Note.
On the First Amendment Effective Date, SFI will
execute and deliver to Entergy a note in the form annexed hereto
as Exhibit A, and the Note dated November 30, 1994 shall be
deemed replaced and superseded thereby. Thereafter such new Note
will evidence the borrowings of SFI from Entergy under the Loan
Agreement as amended hereby.
III. Miscellaneous.
(c) Except as expressly amended hereby, the Loan
Agreement shall continue in full force and effect in accordance
with the provisions thereof.
(d) This Amendment No. 1 shall be construed in accordance
with and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereof have executed
this Amendment as of the date and year first above written.
SYSTEM FUELS, INC.
By: /s/ Xxx X. Xxxxxxxx
Xxx X. Xxxxxxxx
Title: Assistant Treasurer
ENTERGY CORPORATION
By: /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
Title: Vice President & Treasurer
EXHIBIT A
NOTE
$20,000,000 November 30, 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, 2001 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 January 1, 1997, 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. 4,
dated as of November 30, 1996 ("Amendment No. 4"), 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: /s/ Xxx Xxxxxxxx
Xxx Xxxxxxxx
Title:Assistant Treasurer
