EXHIBIT B-2(b)
AMENDMENT NO. 4 TO LOAN AGREEMENT
THIS AMENDMENT NO. 4, made and entered into as of November
30, 1996 to the Loan Agreement, dated as of June 6, 1990, as
amended ("Loan Agreement"), between Entergy Operations, Inc.
(hereinafter referred to as "Entergy Operations"), a corporation
organized under the laws of Delaware and having its principal
place of business at Echelon One, Jackson, Mississippi, 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, Entergy Operations and Entergy have heretofore
entered into the Loan Agreement, and Entergy Operations and
Entergy desire, upon the terms and subject to the conditions
herein set forth, to further amend the Loan Agreement in the
manner and to the extent hereinafter provided; and
WHEREAS, on November 27, 1996, the Securities and Exchange
Commission (hereinafter referred to as the "Commission") entered
an order (Holding Company Act Release No. 35-26617; 70-8899)
under the Public Utility Holding Company Act of 1935 authorizing
the borrowings by Entergy Operations 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. Amendment to Loan Agreement.
(a) The Loan Agreement is hereby amended by restating
Paragraph 1 thereof to read as follows:
"From and after November 30, 1996 (the "Fourth
Amendment Effective Date"), Entergy Operations shall
have the right to borrow and reborrow from Entergy and
Entergy agrees to lend to Entergy Operations, from time
to time, on and after the Fourth Amendment Effective
Date, through November 30, 2001, an aggregate principal
amount not to exceed Twenty Million Dollars
($20,000,000) at any one time outstanding; provided,
however, that the amount of Entergy's commitment
hereunder shall be correspondingly reduced by the
commitment(s) of any bank or banks to lend money to
Entergy Operations for such period as the commitment(s)
of any such bank or banks shall remain in effect (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 Entergy Operations from time
to time through the Entergy System Money Pool or
through other financing arrangements as may be entered
into by Entergy Operations."
(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 Fourth Amendment Effective
Date, (iii) be stated to mature on November 30, 2001, and
(iv) bear interest as provided in paragraph 3 hereof."
(c) The Loan Agreement is hereby further amended by restating
the first sentence of Paragraph 3 thereof to read as follows:
"The Note shall bear interest on the unpaid principal
amount thereof at the rate of interest equal to the prime
rate published daily in the Wall Street Journal
(hereinafter referred to as the "WSJ Rate")."
(d) The Loan Agreement is hereby further amended by restating
the second sentence of Paragraph 4 thereof to read as follows:
"Any change in the interest rate on the unpaid
principal amount of the Note resulting from a change in
the WSJ Rate shall become effective as of the opening of
business on the day on which such change in the WSJ Rate
shall become effective."
II. Issuance of New Note.
On the Fourth Amendment Effective Date, Entergy Operations
will execute and deliver to Entergy a note in the form annexed
hereto as Exhibit A, and the Note dated November 30, 1994 shall
be deemed replaced and superseded thereby. Thereafter, such new
Note shall evidence the borrowings of Entergy Operations 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. 4 shall be construed in accordance with
and governed by the laws of the State of Louisiana.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date and year first above written.
ENTERGY OPERATIONS, INC.
By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer
ENTERGY CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Treasurer
EXHIBIT A
NOTE
$20,000,000 November 30, ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇
FOR VALUE RECEIVED, ENTERGY OPERATIONS, INC. ("Entergy
Operations") promises to pay to the order of ENTERGY CORPORATION
("Entergy"), on November 30, 2001 at its office located at ▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, in lawful money of
the United States of America, the principal amount of Twenty
Million Dollars ($20,000,000) or, if less, the aggregate unpaid
principal amount of all loans made by Entergy to Entergy
Operations 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 January 1, 1997, and upon termination of
the 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. 4,
dated as of November 30, 1996 ("Amendment No. 4"), to the Loan
Agreement, dated as of June 6, 1990, as amended ("Loan
Agreement"), between Entergy Operations and Entergy, and is
entitled to the benefits and subject to the provisions thereof.
All loans made by Entergy to Entergy Operations pursuant
to the Loan Agreement, and all payments made on the account of
the principal hereof, shall be evidenced and determined by
reference to the appropriate accounting and computer records
maintained by Entergy Services, Inc.
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 loan commitment under the Loan Agreement may be
terminated and the principal amount then remaining unpaid on this
Note, and accrued interest thereon, may be declared to be
immediately due and payable all 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 OPERATIONS, INC.
By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇
Title: Assistant Treasurer