EXHIBIT B-4(b)
AMENDMENT NO. 3 TO LOAN AGREEMENT
THIS AMENDMENT NO. 3, made and entered into as of
________ __, 2001, to the Loan Agreement, dated as of March 21,
1994 ("Loan Agreement"), between System Fuels, Inc. (hereinafter
referred to as "SFI"), a corporation organized under the laws of
Louisiana and having its principal place of business at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxx, and Entergy Corporation (hereinafter
referred to as "Entergy"), a corporation organized under the laws
of Delaware and having its principal place of business at 000
Xxxxxx Xxxxxx, Xxx Xxxxxxx, Xxxxxxxxx.
WHEREAS, SFI and Entergy have heretofore entered into
the Loan Agreement, and SFI and Entergy desire, upon the terms
and subject to the conditions herein set forth, to amend the Loan
Agreement in the manner and to the extent hereinafter provided;
and
WHEREAS, on _________ __, 2001, the Securities and
Exchange Commission (hereinafter referred to as the "Commission")
entered an order (Holding Company Act Release No. 35-__________;
70-______) under the Public Utility Holding Company Act of 1935
authorizing the borrowings by SFI from Entergy as contemplated
herein.
NOW THEREFORE, in consideration of the premises and of
the mutual agreements herein, the parties hereto agree as
follows:
I. Amendments to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after _________ __, 2001 (the "Third
Amendment Effective Date"), SFI shall have the right to
borrow and reborrow from Entergy and Entergy agrees to
lend to SFI, from time to time, through November 30,
2006, an aggregate principal amount not to exceed Two
Hundred Million Dollars ($200,000,000) at any one time
outstanding; provided, however, that if SFI shall
thereafter enter into a loan agreement or loan
agreements with one or more banks, the commitment(s) of
any such bank or banks thereunder shall, for such
period as the same shall remain in effect,
correspondingly reduce the amount of Entergy's
commitment hereunder (the amount of Entergy's
commitment hereunder as from time to time in effect
being hereinafter referred to as the "Commitment").
Borrowings hereunder shall be in addition to borrowings
by SFI from time to time through the Entergy System
Money Pool or through such other financing arrangements
as may be entered into by SFI."
(b) The Loan Agreement is hereby further amended by
restating the third sentence of Paragraph 2 thereof to read as
follows:
"The Note shall (i) be payable to the order of Entergy,
(ii) be dated the Third Amendment Effective Date, (iii)
be stated to mature on November 30, 2006, and (iv) bear
interest as provided in paragraph 3 hereof."
II. Issuance of New Note.
On the Third Amendment Effective Date, SFI will execute
and deliver to Entergy a note in the form annexed hereto as
Exhibit A, and the Note dated March 30, 2001 shall be deemed
replaced and superseded thereby. Thereafter such new Note will
evidence the borrowings of SFI from Entergy under the Loan
Agreement as amended hereby.
III. Miscellaneous.
(a) Except as expressly amended hereby, the Loan Agreement
shall continue in full force and effect in accordance with the
provisions thereof.
(b) This Amendment No. 3 shall be construed in accordance
with and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereof have executed
this Amendment as of the date and year first above written.
SYSTEM FUELS, INC.
By:___________________________
Name:
Title:
ENTERGY CORPORATION
By:___________________________
Name:
Title:
EXHIBIT A
FORM OF NOTE
$200,000,000 ____________ __, 0000
Xxx Xxxxxxx, Xxxxxxxxx
FOR VALUE RECEIVED, SYSTEM FUELS, INC. ("SFI") promises
to pay to the order of ENTERGY CORPORATION ("Entergy"), on
November 30, 2006 at its office located at 000 Xxxxxx Xxxxxx, Xxx
Xxxxxxx, Xxxxxxxxx 00000, in lawful money of the United States of
America, the principal amount of Two Hundred Million Dollars
($200,000,000) or, if less, the aggregate unpaid principal amount
of all loans made by Entergy to SFI pursuant to the Loan
Agreement referred to below, and to pay interest in like money at
said office on the unpaid principal amount hereof from the date
hereof, payable quarterly in arrears on the first business day of
each April, July, October and January, commencing on ________ __,
2002, and upon termination of the loan commitment under said Loan
Agreement, at a rate per annum equal from time to time to the WSJ
Rate as defined in said Loan Agreement.
This Note is the Note referred to in Amendment No. 3,
dated as of _________ __, 2001 ("Amendment No. 3"), to the Loan
Agreement, dated as of March 21, 1994 ("Loan Agreement"), between
SFI and Entergy, and is entitled to the benefits and subject to
the provisions thereof.
All loans made by Entergy to SFI pursuant to the Loan
Agreement, and all payments made on the account of the principal
hereof, shall be recorded by Entergy on a schedule which by this
reference is incorporated herein and made a part of this Note.
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, and is subject to mandatory
prepayment under the circumstances and to the extent set forth in
the Loan Agreement.
Upon the occurrence of a default as specified in the
Loan Agreement, the principal amount then remaining unpaid on
this Note, and accrued interest thereon, may be declared to be
immediately due and payable as provided in the Loan Agreement.
This Note shall be governed by, and construed in
accordance with, the laws of the State of Louisiana.
SYSTEM FUELS, INC.
By:_______________________
Name:
Title:
