Exhibit B-6(d)
December 19, 1997
To the Purchasers on Exhibit A
to each of the Agreements
referred to below
Re: River Fuel Trust #1,
Intermediate Term Secured Notes,
6.56% Series C, Due December 15, 2000
Gentlemen:
Terms used herein shall have the same meanings ascribed to
them in the Note Agreements dated as of December 19, 1997 between
each of you and River Fuel Trust #1 (the "Agreements").
So long as any of the Notes shall remain outstanding, the
Lessee hereby agrees that:
(A) 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 Trust for the
Nuclear Fuel, shall cause the sum of (i) the aggregate
unpaid principal amount of all outstanding IT Notes,
plus (ii) all Outstandings to exceed the aggregate SLV
of the Nuclear Fuel plus accrued Daily Lease Charges
plus cash and investments held by the Trust (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 Trust, 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 Trust, 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
Trust to provide such additional collateral, guarantee
or assurance (or consent to the provision thereof by
the Trust) unless, in each case, all IT Notes shall
have equally and ratably the benefit of such additional
collateral, guarantee or assurance,
(B) 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;
(C) it shall transmit to each 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 Noteholder may reasonably
request; and
(D) pursuant to Sections 13(b) and 33 of the Lease
Agreement, it shall give written instructions to the Trust 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, 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 Trust to give evidence to each Noteholder of the
due recordation of such continuation statements prior to the date
for the timely recordation of such continuation statements.
Very truly yours,
ENTERGY ARKANSAS, INC.
By: Xxxxxxx X. Xxxxx, Xx.
Title: Vice President and Treasurer
