Exhibit B-6(b)
As of January__, 1999
To the Purchaser Named in the Agreement
referred to below
Re: River Fuel Company #2, Inc.
Intermediate Term Secured Notes,
6.16% Series B, Due January 15, 2002
Gentlemen:
Terms used herein shall have the same meanings ascribed to
them in the Note Agreement dated as of January 15, 1999 between
you and River Fuel Company #2, Inc. (the "Agreement").
So long as any of the Notes shall remain outstanding, the
Lessee hereby agrees that:
(1) without your prior written consent,
(1) it shall not obtain the release of Nuclear Fuel from the
Lease Agreement pursuant to Section 10(b) thereof in an amount
which, after giving effect to the use of the proceeds received by
the Company for the Nuclear Fuel, shall cause the sum of (i) the
aggregate unpaid principal amount of all outstanding IT Notes,
plus (ii) all Outstandings or any other outstanding bank
indebtedness of the Company to exceed the aggregate SLV of the
Nuclear Fuel plus accrued Daily Lease Charges plus cash and
investments held in the Collateral Account (such excess amount
being hereinafter referred to as a "Collateral Deficiency"),
(2) it shall not agree to any affirmative or negative covenant
with respect to the business, operations, properties or
condition, financial or other, of the Lessee with any Person in
order to induce such Person to extend credit to the Company,
unless (x) such covenant is in existence on the date hereof and a
copy of the document containing such covenant has been provided
to you or (y) such covenant is contained in the Lease Agreement,
and
(3) it shall not provide to any Person in order to induce such
Person to extend credit to the Company, any collateral other than
the Collateral described in the Security Agreement or any
guarantee or other assurance against loss or non-payment, nor
shall it cause the Company to provide such additional collateral,
guarantee or assurance (or consent to the provision thereof by
the Company) unless, in each case, all IT Notes shall have
equally and ratably the benefit of such additional collateral,
guarantee or assurance, and
(2) within 24 months following the occurrence of an event set
forth in Sections 18 or 19 of the Lease Agreement, it shall
effect the Restoration (as defined in the Lease Agreement) of the
Nuclear Fuel which is subject to such event if the occurrence of
such event would cause a Collateral Deficiency to exist, and
(3) it shall transmit to each IT Noteholder copies of its and
Entergy Corporation's Annual Reports on Form 10-K, their
Quarterly Reports on Form 10-Q, their Current Reports on Form 8-
K, Entergy Corporation's Annual Reports to shareholders, and such
other financial information as may be publicly available and as
such IT Noteholder may reasonably request, and
(4) pursuant to Sections 13(b) and 33 of the Lease Agreement, it
shall give written instructions to the Company to file or to
cause to be filed all continuation statements required under the
Uniform Commercial Code, as from time to time in effect in each
applicable jurisdiction, or other applicable law with respect to
the liens and security interests granted under the Security
Agreement in order to maintain, protect, preserve and perfect the
Collateral Agent's lien on and security interest in the
Collateral as a legal, valid and enforceable first priority
security interest therein, and it shall cause the Company to give
evidence to the Collateral Agent of the due recordation of such
continuation statements prior to the date for the timely
recordation of such continuation statements.
Very truly yours,
ENTERGY LOUISIANA, INC.
By:___________________________
Title:
