EXHIBIT B-1(b)
[Form of System Energy Resources, Inc. Money Pool Note]
$____,000,000 ______________, 20__
New Orleans, Louisiana
ON DEMAND, for value received, the undersigned System
Energy Resources, Inc. (the "Borrower") promises to pay to the
order of Entergy Services, Inc., as agent (the "Agent") for the
participating companies (each, a "Participant", and collectively,
the "Participants") in the Entergy System Money Pool ("Money
Pool"), at the office of Hibernia National Bank, 000 Xxxxxxxxxx
Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx (the "Bank"), in lawful money of
the United States of America, the principal amount of
__________________________ Dollars ($__,000,000) or, if less than
such principal amount, the aggregate unpaid principal amount of
all loans outstanding, or any portion of such loans as determined
by the Agent, made by the Participants to the Borrower through
the Money Pool pursuant to the authorization in effect from time
to time of the Securities and Exchange Commission under the
Public Utility Holding Company Act of 1935, as amended. The
Borrower further promises to pay interest on the principal amount
of this Note, or, if less, the unpaid balance thereof, in like
money, at said office of the Bank, from the date of this Note, at
a rate of interest, calculated on a daily basis, equal to the
Daily Weighted Average Investment Rate of the Money Pool
portfolio in effect from time to time calculated in accordance
with the following paragraph; provided, however, that in the
event that on and as of any particular day there are no excess
funds invested in the Money Pool portfolio, the Daily Federal
Funds Effective Rate as quoted by the Federal Reserve Bank of New
York will be the rate of interest applicable to this Note for
that day.
As used herein, the term "Daily Weighted Average
Investment Rate", as applied to any day, shall be calculated by
multiplying (A) the aggregate of the total daily interest payable
on all investments in the Money Pool portfolio outstanding as of
such day by (B) 360, and dividing the product thereof by the
total amount invested in the Money Pool portfolio as of such day.
For purposes of calculating the daily interest payable on each
investment in the Money Pool portfolio in (A) above, the original
cost of each such investment shall be multiplied by its
respective yield and the product shall be divided by 360.
The amount of each loan made by a Participant to the
Borrower through the Money Pool, and the amount of each payment
of principal by the Borrower to a Participant, shall be evidenced
and determined by reference to the appropriate accounting and
computer records maintained by the Agent, as administrator of the
Money Pool.
Interest on this Note shall be payable monthly for the
preceding month not later than the second business day of each
month, commencing on the first such day after the date of this
Note.
In case this Note should be placed in the hands of an
attorney to institute legal proceedings to recover the amount
hereof or any part hereof, in principal or interest, or to
protect the interests of the holder or holders hereof, or in case
the same should be placed in the hands of an attorney for
collection, compromise or other action, the Borrower binds itself
to pay the reasonable fee of the attorney who may be employed for
that purpose.
The Borrower hereby waives presentment for payment,
demand, notice of non-payment, protest and all pleas of division
and discussion, and agrees that the time of payment hereof may be
extended from time to time, one or more times, without notice of
such extension or extensions and without previous consent.
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.
The indebtedness represented by this Note has been
marked on the books of the Borrower as subordinated indebtedness
and, as such, is subordinated and junior in right of payment to
the Obligations (as defined below) of the Borrower, all to the
extent and in the manner set forth below:
(i) if there shall occur an event of default (after
the expiration of any applicable notice and/or grace
period(s)) relating to any Obligations of the Borrower, then
so long as such event of default shall be continuing and
shall not have been cured or waived, or unless and until all
such Obligations so in default shall have been paid in full
in money or moneys worth at the time of receipt, no payment
of principal and premium, if any, or interest shall be made
upon this Note; and
(ii) in the event of any insolvency, bankruptcy,
liquidation, reorganization or other similar case or
proceedings, or any receivership proceedings in connection
therewith, relative to the Borrower or its creditors or its
property, and in the event of any proceedings for voluntary
liquidation, dissolution or other winding up of the
Borrower, whether or not involving insolvency or bankruptcy
proceedings, then the Obligations shall first be paid in
full in money or moneys worth at the time of receipt, or
payment thereof shall have been provided for, before any
payment on account of principal, premium, if any, or
interest is made upon this Note.
As used in the preceding paragraph, the term
"Obligations" shall mean obligations of the Borrower relating to
indebtedness for borrowed money of the Borrower to any
non-affiliated entity, the terms of which include provisions
requiring that the Borrower's indebtedness to one or more of its
affiliated entities be deemed subordinated indebtedness.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
IN WITNESS WHEREOF, the undersigned has caused this
Note to be executed by its officer hereunto duly authorized.
SYSTEM ENERGY RESOURCES, INC.
By:___________________________
Name:
Title:
