EXHIBIT B-3(b)(1)
AMENDMENT NO. 5 TO LOAN AGREEMENT
THIS AMENDMENT NO. 5, made and entered into as of
________ __, 2001, to the Loan Agreement, dated as of September
18, 1991, as amended ("Loan Agreement"), between Entergy
Services, Inc. (hereinafter referred to as "Services"), a
corporation organized under the laws of Delaware and having its
principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, and Entergy Corporation (hereinafter referred to as
"Entergy"), a corporation organized under the laws of Delaware
and having its principal place of business at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.
WHEREAS, Services and Entergy have heretofore entered
into the Loan Agreement, and Services 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 Services 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 "Fifth
Amendment Effective Date"), Services shall have the
right to borrow and reborrow from Entergy and Entergy
agrees to lend to Services, from time to time, through
November 30, 2004, an aggregate principal amount not to
exceed Two Hundred Million Dollars ($200,000,000) at
any one time outstanding; provided, however, that if,
during the term of this Loan Agreement, Services shall
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 Services from time to time
through the Entergy System Money Pool or through such
other financing arrangements as may be entered into by
Services."
(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 Fifth Amendment Effective Date, (iii)
be stated to mature on November 30, 2004, and (iv) bear
interest as provided in paragraph 3 hereof."
II. Issuance of New Note.
On the Fifth Amendment Effective Date, Services 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 Services 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. 5 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.
ENTERGY SERVICES, INC.
By:__________________________
Name:
Title:
ENTERGY CORPORATION
By:__________________________
Name:
Title:
EXHIBIT A
FORM OF NOTE
$200,000,000 ____________ __, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
FOR VALUE RECEIVED, ENTERGY SERVICES, INC. ("Services")
promises to pay to the order of ENTERGY CORPORATION ("Entergy"),
on November 30, 2004 at its office located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, 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 Services
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. 5,
dated as of _________ __, 2001 ("Amendment No. 5"), to the Loan
Agreement, dated as of September 18, 1991, as amended ("Loan
Agreement"), between Services and Entergy, and is entitled to the
benefits and subject to the provisions thereof.
All loans made by Entergy to Services 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.
ENTERGY SERVICES, INC.
By:_______________________
Name:
Title: