Exhibit B-2(b)
SUPPLEMENTAL INSTRUCTIONS
PURSUANT TO TRUST AGREEMENT
OF RIVER FUEL TRUST #2
DATED JANUARY 27
No. 1
These Supplemental Instructions, dated January 15, 1999 are
given pursuant to the Trust Agreement, dated as of January 27,
1989, as amended (the "Trust Agreement"), among The Chase
Manhattan Bank, as Trustor, United States Trust Company of New
York, as Trustee, and Entergy Louisiana, Inc. (formerly Louisiana
Power & Light Company), 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, acquisition of properties and entering into of certain
transactions by River Fuel Company #2, Inc., a Delaware
corporation (the "Company"), 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 THEREFOR, the Beneficiary hereby gives, and the Trustee
by its signature hereto hereby accepts, the following
Supplemental Instructions: That the Trustee use its best efforts
to cause the Company (a) to issue and sell $35,000,000 aggregate
principal amount of Intermediate Term Secured Notes, 6.16% Series
B Due January 15, 2002 (the "Series B IT Notes") in accordance
with a Note Agreement (the "Note Agreement") to be entered into
between the Company and Metropolitan Life Insurance Company (the
"Purchaser"), and (b) to perform all the Company's obligations
and duties and to exercise all its rights under said Note
Agreement.
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 Company to Accept and/or Execute Documents or Rights.
The Trustee is hereby directed to cause the Company to:
(i) execute and deliver the Note Agreement with the
Purchaser, relating to $35,000,000 original aggregate
principal amount of Series B IT Notes, substantially in the
form delivered herewith;
(ii) execute and deliver to the Purchaser, upon receipt
of the $35,000,000 consideration therefor, Series B IT
Notes, substantially in the form and in the principal amount
provided in the Note Agreement; and
(iii) perform all other acts and execute all other
documents and certificates necessary to consummate the
Closing under said Note Agreement.
Section 3. Use of Proceeds. The proceeds of the Series B
IT Notes are to be deposited in the Collateral Account and shall
be applied toward the payment of maturing IT Notes and to the
purchase price of Nuclear Fuel in accordance with the directions
of the Beneficiary.
Section 4. 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
Company pursuant to these Supplemental Instructions, all of which
constitute part of the Trust Estate.
Section 5. 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 Company
pursuant to these Supplemental Instructions.
IN WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions the day and year first above written.
ENTERGY LOUISIANA, INC.
By: /s/ Xxxxxx X. XxXxxx
Xxxxxx X. XxXxxx
Vice President and
Treasurer
ACCEPTED:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/ Xxxxx X. Xxxxx
