Exhibit B-6(c)
December , 1995
To the Purchasers on Exhibit A
to each of the Agreements
referred to below
Re: River Fuel Trust #1,
Intermediate Term Secured Notes,
Series B, Due December 22, 1998
Gentlemen:
Terms used herein shall have the same meanings ascribed to them
in the Note Agreements dated as of December 14, 1995 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) 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,
(3) 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
(4) 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 either of them
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; and
(B) it shall transmit to each IT Noteholder copies of Entergy
Corporation's Annual Reports on Form 10-K, its Annual Reports to
shareholders, its Quarterly Reports on Form 10-Q, its Current
Reports on Form 8-K and such other financial information as may
be publicly available and as such IT Noteholder may reasonably
request; and
(C) 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,
ARKANSAS POWER & LIGHT COMPANY
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Xxxxxxx X. Xxxxx, Xx.
Vice President and Treasurer
