-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B4NR3V0HUKArNlA5E5YxBGQzrLCDhS1TIEnrsIbHDMXkUL/YK5hTFczOw13XD7yU +hKlmLWxuZKiBCCQ1BU7yw== 0000007323-99-000005.txt : 19990331 0000007323-99-000005.hdr.sgml : 19990331 ACCESSION NUMBER: 0000007323-99-000005 CONFORMED SUBMISSION TYPE: 35-CERT PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ENTERGY ARKANSAS INC CENTRAL INDEX KEY: 0000007323 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 710005900 STATE OF INCORPORATION: AR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 35-CERT SEC ACT: SEC FILE NUMBER: 070-07571 FILM NUMBER: 99576934 BUSINESS ADDRESS: STREET 1: 425 WEST CAPITOL AVE STREET 2: 40TH FLOOR CITY: LITTLE ROCK STATE: AR ZIP: 72201 BUSINESS PHONE: 5013774000 MAIL ADDRESS: STREET 1: P O BOX 551 CITY: LITTLE ROCK STATE: AR ZIP: 72203 FORMER COMPANY: FORMER CONFORMED NAME: ARKANSAS POWER & LIGHT CO DATE OF NAME CHANGE: 19920703 35-CERT 1 UNITED STATES OF AMERICA BEFORE THE SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. In the Matter of : : ENTERGY ARKANSAS, INC. : CERTIFICATE PURSUANT : File No. 70-7571 : TO : Public Utility Holding Company : RULE 24 Act of 1935 : This is to certify, pursuant to Rule 24 under the Public Utility Holding Company Act of 1935, as amended, that the transactions described below, which were proposed by Entergy Arkansas, Inc. ("Company") in its Application-Declaration, as amended, in the above file, have been carried out in accordance with the terms and conditions of and for the purposes represented by said Application-Declaration, as amended, and pursuant to the orders of the Securities and Exchange Commission with respect thereto dated December 20, 1988 (Release No. 35-24787), July 7, 1989 (Release No. 35-24917) and January 24, 1996 (Release No. 35- 26461). On March 17, 1999, the Company executed a Consent consenting to the issuance by River Fuel Trust #1 (the "Trust") of $25,000,000 in aggregate principal amount of Intermediate Term Secured Notes, 6.52% Sercies D, dued March 15, 2002 (the "Series D Notes"). The Company also executed Supplemntal Instructions to United States Trust Company of New York, as Trustee (the "Trustee") pursuant to the Trust Agreement, dated as of December 22, 1988, among Morgan Guaranty Trust Company of New York, as trustor, the Trustee and the Company, as beneficiary, authorizing the Trustee to cause the Trust to enter into Secured Note Agreements with the Noteholders named therein for the sale of the Series D Notes. Attached hereto and incorporated by reference are: Exhibit B-1(e) - Consent pursuant to Fuel Lease. Exhibit B-2(e) - Supplemntal Instructions pursuat to Trust Agreement. Exhibit B-4(e) - Secured Note Agreement in the form entered into between the Trust and the Noteholders. Exhibit B-6(e) - Letter Agreement executed by the Company. Defined terms used herein and not otherwise defined shall have the meanings ascribed to them in the Application. IN WITNESS WHEREOF, Entergy Arkansas, Inc. has caused this certificate to be executed this 29th day of March 1999. ENTERGY ARKANSAS, INC. By: /s/ Steven C. McNeal Steven C. McNeal Vice President and Treasurer EX-3 2 Exhibit B-1(e) LESSEE'S CONSENT Pursuant to Section 33(d) of the Fuel Lease, dated as of December 22, 1988, between River Fuel Trust #1 ("Lessor") and Entergy Arkansas, Inc. ("Lessee"), Lessee hereby consents to Lessor's execution and delivery of four separate Note Purchase Agreements, each dated as of March 17, 1999, with Metropolitan Life Insurance Company, Security First Life Insurance Company, Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company, as Purchasers, relating to the issue and sale of $25,000,000 aggregate principal amount of Lessor's Intermediate Term Secured Notes, 6.52% Series D, due March 15, 2002. ENTERGY ARKANSAS, INC. By: Steven C. McNeal Dated: March 17, 1999 EX-3 3 Exhibit B-2(e) SUPPLEMENTAL INSTRUCTIONS PURSUANT TO TRUST AGREEMENT DATED DECEMBER 20, 1988 These Supplemental Instructions, dated March 17, 1999, are given pursuant to the Trust Agreement, dated as of December 20, 1988, as amended, among The Chase Manhattan Bank, as successor Trustor, United States Trust Company of New York, as Trustee and Entergy Arkansas, Inc., as Beneficiary, under which River Fuel Trust #1 (the "Trust") was formed. WHEREAS, the Trust Agreement contemplates the delivery by the Beneficiary to and acceptance by the Trustee of Supplemental Instructions with respect to the execution and delivery of agreements, acceptance of assignments of agreements or rights, acquisition of properties and entering into certain transactions by the Trust, in accordance with lawful requests of the Beneficiary; and WHEREAS, the Beneficiary now desires to give Supplemental Instructions to the Trustee as herein set forth: NOW, THEREFORE, the Beneficiary hereby gives, and the Trustee by its signature hereto hereby accepts, the following Supplemental Instructions: The Trust is authorized and directed to take all actions necessary to authorize the issuance of $25,000,000 aggregate principal amount of the Trust's Intermediate Term Secured Notes, 6.52% Series D, Due March 15, 2002 at a closing scheduled on or about March 18, 1999. Section 1. Definitions. For the purpose of these Supplemental Instructions, the capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Trust Agreement. Section 2. Authorization and Direction to Accept and/or execute Documents or Rights. The Trust is authorized and directed: 1) To accept, execute and deliver to the Purchasers named therein four Note Agreements, substantially in the form attached hereto, relating to the issuance of $25,000,000 aggregate principal amount of Intermediate Term Secured Notes, 6.52% Series D, Due March 15, 2002 and to perform all of the obligations and duties of the Trust thereunder; and 1) 2) To execute and deliver to the aforesaid Purchasers the Series D Notes referred to above upon receipt of the $25,000,000 consideration therefor, all in accordance with said Note Agreements, and to execute and deliver all other certificates and instruments required of the Trust at the closing referred to in the aforesaid Note Agreements. Section 3. Use of Proceeds. The proceeds received upon the issuance of the aforesaid Series D Notes shall be deposited in the Collateral Account and thereafter shall be applied toward the purchase price of Nuclear Fuel in accordance with the directions of the Lessee. Section 4. Confirmation of Trust. The Trustee hereby confirms by its execution hereof that the declaration of trust embodied in Section 3 of the Trust Agreement shall apply fully to all rights, estates, properties, assets, payments or proceeds received or obtained by the Trustee pursuant to these Supplemental Instructions. Section 5. Other Provisions. Except as herein expressly provided, all of the terms and provisions of the Trust Agreement shall as nearly as may be practicable apply to all rights and obligations obtained or incurred by the Trustee pursuant to these Supplemental Instructions. IN WITNESS WHEREOF, the parties hereto have executed these Supplemental Instructions as of the day and year first written above. ENTERGY ARKANSAS, INC. By: Steven C. McNeal ACCEPTED: UNITED STATES TRUST COMPANY OF NEW YORK, AS TRUSTEE By: Louis B. Young EX-3 4 Exhibit B-4(e) RIVER FUEL TRUST #1 ___________________ NOTE AGREEMENT ___________________ Dated as of March 17, 1999 $25,000,000 INTERMEDIATE TERM SECURED NOTES 6.52% Series D, Due March 15, 2002 TABLE OF CONTENTS Page 1. DEFINITIONS. 1 2. PURCHASE AND SALE OF THE NOTES. 1 2.1. The Notes 1 2.2. Other Purchasers 2 2.3. The Closing 2 2.4. Use of Proceeds 2 2.5. Purchase for Investment 3 3. REPRESENTATIONS AND WARRANTIES. 3 3.1. Organization, Authorization of the Trust 3 3.2. Due Execution and Delivery 3 3.3. Financial Statements; Business 4 3.4. Title to Properties 4 3.5. Litigation 4 3.6. Conformity with Other Agreements 4 3.7. No Legal Obstacle to Agreement 5 3.8. Investment Company Status 5 3.9. Absence of Foreign Status 6 3.10. Private Offering 6 3.11. Disclosure 6 3.12. No Default 7 3.13. Security 7 3.14. Permitted Indebtedness 7 4. CLOSING CONDITIONS. 7 4.1. Condition Precedent to Trust's Obligations 7 4.2. Conditions Precedent to Your Obligations 7 5. PAYMENT, REGISTRATION, TRANSFER, EXCHANGE AND REPLACEMENT OF THE NOTES 9 5.1. Payment Address 9 5.2. Registration, Transfer or Exchange 10 5.3. Replacement 10 6. REDEMPTION PROVISIONS 11 6.1. Mandatory Redemption upon Termination of Lease Agreement 11 6.2. Optional Redemption of Notes 11 6.3. Notice of Redemption 11 6.4. Payment and Interest Cut-Off 12 6.5. Permanent Retirement of Notes 12 6.6. Selection of Notes for Redemption 12 6.7. Repurchase of Notes 12 7. TERMINATION OF LEASE AGREEMENT; AMENDMENT OF BASIC AGREEMENTS AND NUCLEAR FUEL CONTRACTS; ADDITIONAL COVENANTS12 7.1. Termination of Lease Agreement 12 7.2. Basic Agreements and Nuclear Fuel Contracts 12 7.3. Additional Covenants 13 8. COVENANTS 13 8.1. General Obligations 13 8.2. Books of Trust 13 8.3. Notices 13 8.4. Payment of Taxes 13 8.5. Governmental Permits 14 8.6. Inspection 14 8.7. Financial Statements 14 8.8. Copies of Documents 14 8.9. Activities of Trust 14 8.10. Indebtedness 14 8.11. Guarantees 16 8.12. Liens 16 8.13. Distributions 16 8.14. Investments; Loans 16 8.15. Salaries 16 8.16. Merger; Sales 16 8.17. Payments 16 8.18. Compliance with Agreements 16 8.19. Acceptance of Additional Nuclear Fuel Contracts17 8.20. Investment Company 17 8.21. Public Utility Holding Company 17 8.22. Accounts and Deposits 17 8.23. Expenses and Indemnity 17 9. EVENTS OF DEFAULT; CONSEQUENCES 18 9.1. Events of Default 18 9.2. Default Remedies 20 9.3. Annulment of Acceleration 21 9.4. Notice of Default 21 10. CONCERNING THE TRUSTEE 21 10.1. Trustee Not Personally Liable 21 10.2. Successor Trustee 22 10.3. Representations; Covenants 22 11. INTERPRETATION OF THIS AGREEMENT 23 11.1. Terms Defined 23 11.2. Accounting Principles 28 11.3. Counterparts; Reproduction of Documents 28 11.4. Survival 28 11.5. Successors and Assigns 28 11.6. Amendment and Waiver 28 11.7. No Recourse 29 11.8. Choice of Law; Severability; etc 30 11.9. Notices. 30 11.10. Entire Agreement; No Oral Change 31 11.11. Authorization of Collateral Agent 31 Exhibit A Schedule of Purchasers Exhibit B Form of Note Exhibit C Form of Certificate of the Lessee Exhibit D Form of Letter Agreement by the Lessee Exhibit E-1 Opinion of Carter Ledyard & Milburn Exhibit E-1A Opinion of Carter Ledyard & Milburn Exhibit E-2 Opinion of Friday, Eldredge & Clark Exhibit E-3 Opinion of Thelen Reid & Priest LLP Exhibit E-4 Opinion of Ropes & Gray RIVER FUEL TRUST #1 c/o UNITED STATES TRUST COMPANY OF NEW YORK, as trustee 114 WEST 47th STREET, 15th Floor NEW YORK, NEW YORK 10036 As of March 17, 1999 To Each of the Purchasers Listed in Exhibit A hereto Re: Intermediate Term Secured Notes, 6.52% Series D, Due March 15, 2002 Dear Sirs: River Fuel Trust #1 (the "Trust"), a trust formed pursuant to the Trust Agreement, dated as of December 20, 1988, as amended by the Amendatory Agreement, dated as of December 27, 1995 (the "Trust Agreement"), among United States Trust Company of New York, as trustee (the "Trustee"), The Chase Manhattan Bank, as successor trustor (the "Trustor"), and Entergy Arkansas, Inc. (formerly, Arkansas Power & Light Company, the "Lessee"), as beneficiary (the "Beneficiary"), hereby agrees with you as follows: 1. DEFINITIONS. Certain terms are used in this Agreement as specifically defined herein. Those definitions are contained or referred to in Section 11.1 hereof. 2. PURCHASE AND SALE OF THE NOTES. 2.1. The Notes. The Trust Agreement authorizes the issuance of IT Notes and the Trust proposes to issue and sell at the Closing the Trust's Intermediate Term Secured Notes, 6.52% Series D, due March 15, 2002, in the original aggregate principal amount of $25,000,000 pursuant to the provisions of this Agreement and of an identical Agreement with each of the other Purchasers listed in Exhibit A hereto (each of such purchasers being hereinafter referred to individually as a "Purchaser" and such purchasers being hereinafter referred to collectively as the "Purchasers"). The term "Notes" shall mean said $25,000,000 of Intermediate Term Secured Notes, Series D, due March 15, 2002, and shall include any of the notes delivered in exchange therefor or upon the transfer or replacement thereof as provided herein; and the term "Note" shall mean any one of the Notes. Each Note shall be issued substantially in the form set forth in Exhibit B hereto in the denomination of $1,000 or an integral multiple thereof, shall be dated the date of its issuance, and shall bear interest on the unpaid principal amount thereof from the date of issuance at the rate of 6.52% per annum (computed on the basis of a 360-day year and a 30-day month), payable semiannually in arrears on the 15th day of March and September in each year, commencing September 15, 1999, and shall be executed in the name and on behalf of the Trust by one of the Trustee's Vice Presidents or Assistant Vice-Presidents thereunto duly authorized. 2.2. Other Purchasers. Contemporaneously with the execution of this Agreement, the Trust is executing an identical (except for the name of the Purchaser) agreement with each other Purchaser pursuant to which the Trust will issue and sell Notes to such other Purchaser in the aggregate principal amount set opposite the name of such Purchaser in Exhibit A hereto. The sale of the Notes to each Purchaser is a separate transaction in which each Purchaser shall act for itself severally and not jointly with the other Purchasers. Such identical agreements with you and with the other Purchasers are sometimes hereinafter referred to as the "Agreements". 2.3. The Closing. The Trust agrees to issue and sell to you, in reliance upon your representations and warranties in Section 2.5 hereof, and subject to the terms and conditions and in reliance upon the representations and warranties of the Trust set forth in this Agreement and of the Lessee set forth in the certificate referred to in Section 4.2(b)(ii) hereof, you agree to purchase from the Trust at the Closing the principal amount of Notes set opposite your name and specified in Exhibit A hereto for purchase by you, in each case at a price equal to 100% of such principal amount. The time for delivering and payment for the Notes (the "Closing") shall be at 9:30 A.M., New York time, at the offices of Ropes & Gray, 885 Third Avenue, New York, New York on March 18, 1999 (or such later date, not in any case later than March 31, 1999, as you, the other Purchasers and the Trust may agree upon). Unless otherwise requested by you, the Notes to be delivered to you at the Closing shall consist of a single Note payable to you or your nominee or registered assigns in the principal amount set opposite your name and specified in Exhibit A for purchase by you. You will pay for the Note or Notes delivered to you as aforesaid by causing payment, in immediately available funds, to be wire transferred to Account No. 910-2- 745792 (entitled the "River Fuel Trust #1 Collateral Account") at The Chase Manhattan Bank, ABA No. 021000021. If at the Closing the Trust shall fail to tender the Notes to you as provided herein or if any of the conditions set forth in Section 4.2 hereof shall not have been fulfilled to your satisfaction, you shall, at your election, be relieved of all obligations under this Agreement, without thereby waiving any other rights you may have by reason of such failure or such non-satisfaction. 2.4. Use of Proceeds. The Trust will apply the proceeds of the sale of the Notes solely in accordance with the terms and limitations of the Basic Agreements. The proceeds of the sale of the Notes sold at the Closing shall be paid into the Collateral Account to be applied toward the expenses of the issuance of the Notes and the purchase price of additional Nuclear Fuel in accordance with the directions of the Lessee. The Trust will not, directly or indirectly, use any of the proceeds of the sale of the Notes for the purpose of purchasing or carrying any "margin security" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or otherwise take or permit any action which would cause the making of the Agreements or the sale of the Notes to violate Regulation T, Regulation U, Regulation X or any other regulation of the Board of Governors of the Federal Reserve System (12 C.F.R. Part II) as from time to time in effect, applicable to the Trust. 2.5. Purchase for Investment. You represent and warrant to the Trust that you will acquire the Notes to be purchased by you for your own account (or for a separate account under your sole control and discretion), for investment and not with a view to the distribution or any disposition thereof or any beneficial interest therein, and you have no present intention of making any such distribution or disposition; provided, however, that the disposition of your property shall at all times be and remain within your control. You acknowledge receipt of a copy of the Private Placement Memorandum dated February, 1999 relating to the Notes. Your acquisition of the Notes at the Closing shall constitute your confirmation of said representation and warranty. 3. REPRESENTATIONS AND WARRANTIES. The Trust represents and warrants that: 3.1. Organization, Authorization of the Trust. The Trust is a trust duly created and validly existing under the laws of the State of New York and has all requisite power and authority to own its assets, to carry on its business as now conducted and now proposed to be conducted, to enter into the Agreements, to issue and sell the Notes and to carry out the terms of the Agreements and the Notes and of the Credit Agreement, the Depositary Agreement and each of the Basic Agreements. The Trust has all necessary power and has taken all action required to make all of the provisions of the Agreements, the Notes, the Credit Agreement, the Depositary Agreement, each of the Basic Agreements and any other agreements and instruments executed in connection herewith and therewith by which the Trustee or the Trust Estate is bound, the valid and binding obligations of the Trust that they purport to be. 3.2. Due Execution and Delivery. The Agreements, the Notes, the Credit Agreement, the Depositary Agreement and each of the Basic Agreements to which the Trust is a party and the other certificates and documents signed or to be signed on behalf of the Trust by the Trustee have been or will be duly executed and delivered by one of the Trustee's employees who is, or at the time of the execution and delivery thereof on behalf of the Trust will be, duly authorized to effect such execution and delivery, and all such agreements, certificates and documents (collectively "Documents") when executed and delivered will be legal, valid and binding obligations of the Trust, enforceable in accordance with their terms, except that enforcement of the rights and remedies created by the Documents is subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and (ii) general equitable principles (regardless or whether such enforceability is considered in a proceeding in equity or at law). 3.3. Financial Statements; Business. The Trust has furnished you a copy of its statement of receipts and disbursements for the year ended [December 31, 1998] and, by the Closing, the Trust shall provide you a pro forma balance sheet as at the date of the Closing, taking into account the sale of Notes hereunder, the application of the proceeds thereof and the other transactions contemplated hereby and by the Basic Agreements. The Trust is not a party to any instrument providing for the incurrence by the Trust of indebtedness for money borrowed other than the Credit Agreement, the Basic Agreements and the Depositary Agreement. The Trust has transacted no business except that which is contemplated by the Credit Agreement, the Basic Agreements and the agreements referred to therein. The chief place of business of the Trust and the place where it keeps its records concerning its accounts, contract rights, chattel paper and general intangibles is in New York County, New York. The Trust's only place of business is in New York State. 3.4. Title to Properties. The Trust will have title to all of the Trust's assets owned or purported to be owned by the Trust as of the date of the Closing as shown on the pro forma balance sheet to be delivered pursuant to Section 3.3 hereof, including without limitation the Nuclear Fuel referred to in Fuel Schedules Nos. 90 through 102, inclusive, to the Lease Agreement as of the date of the Closing, other than any such Nuclear Fuel that has been reconveyed to the Lessee, and all such assets are free of any Liens, except those which are of a character permitted by Section 8.12 hereof; provided, however, that, with respect to any title to assets acquired from the Lessee or any other vendor as provided in the Lease Agreement, the Trust (except with respect to its own actions) is making this representation and warranty only to the extent of and entirely in reliance on representations and warranties made by the Lessee or such other vendor in the Agreement of Sale or in the Vendors' Bills of Sale delivered from time to time pursuant to the Lease Agreement or in other instruments and has made no independent investigation with respect thereto. 3.5. Litigation. Except as set forth in the Private Placement Memorandum and the other Disclosure Documents, there is no litigation at law or in equity, nor any proceeding or investigation before any court, board or other governmental or administrative agency or arbitrator pending, or to the knowledge of the Trustee threatened, which may result in any material judgment or liability against the Trust not fully covered by insurance or which may otherwise result in any material adverse change in the business, assets or condition, financial or other, of the Trust, or which questions the validity or enforceability of the Agreements, the Notes, the Credit Agreement, the Depositary Agreement or any of the Basic Agreements or of any action taken or to be taken by the Trust pursuant to or in connection with the Agreements, the Credit Agreement, the Depositary Agreement or the Basic Agreements; and no judgment, decree or order has been issued against the Trust or the Trustee which has, or may have, any material adverse effect on the business, assets or condition, financial or other, of the Trust. 3.6. Conformity with Other Agreements. The Agreements do not contain any provision, term or condition which is inconsistent with, or contrary to, the Security Agreement, or which would violate, or cause the Trust to be in violation of, the Credit Agreement, the Depositary Agreement or any of the Basic Agreements. Neither the execution and delivery of the Agreements or the Notes nor the consummation of any transaction contemplated hereby or thereby has constituted or resulted in or will constitute or result in a breach of the provisions of any other agreement or instrument by which the Trust or the Trustee is bound or result in the creation under any agreement or instrument of any Lien upon any of the assets of the Trust, except as permitted by Section 8.12 hereof. 3.7. No Legal Obstacle to Agreement. The execution, delivery and performance, or the acceptance, as the case may be, by the Trust of this Agreement, the Credit Agreement, the Basic Agreements, the Nuclear Fuel Contracts, and the Notes do not and will not violate any provision of any law or regulation or of any writ or decree of any court or governmental instrumentality applicable to the Trust, and no consent, license, approval, order or authorization of, or filing, registration or declaration with, any governmental authority, bureau or agency or any court or other Person is required in connection with the execution, delivery, performance, acceptance, validity or enforceability of any of the above-mentioned documents and instruments (provided that no representation is given with respect to the Nuclear Fuel Contracts insofar as the respective Manufacturers are concerned), except for (i) a general license for the Trust to own Nuclear Fuel from the Nuclear Regulatory Commission (currently granted under 10 C.F.R. Sections 40.21 and 70.20), and (ii) the Orders dated December 20, 1988, July 7, 1989 and January 24, 1996, of the Securities and Exchange Commission ("SEC") authorizing the Lessee to consent to the issuance of up to $185 million aggregate principal amount of IT Notes at any one time outstanding, all of which licenses, orders, approvals and filings have been duly obtained or made and are final and are in full force and effect, and none of such licenses, orders, approvals and filings is the subject of any pending or, to the best of the Trustee's knowledge, any threatened attack by direct proceedings or otherwise; and except for a special license to possess Nuclear Fuel from the Nuclear Regulatory Commission that the Trust or the Collateral Agent may require to take possession of the Nuclear Fuel in the event of a default, provided that no representation is given with respect to Federal, New York or Arkansas banking or trust laws or regulations or the securities or blue sky laws or regulations of any State. 3.8. Investment Company Status. The Trust is not an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended. The Trust is not a "public utility company," or a "holding company," or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended. The Security Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the creation of the security interest in the Collateral in favor of the Secured Parties under the Security Agreement, and the offer and sale of the Notes, do not require an indenture to be qualified under said Act. 3.9. Absence of Foreign Status, etc.. (1) Absence of Foreign Status. Neither the Trust nor the Trustee is (i) a Person included within the definition of "designated foreign country" or "national" of a "designated foreign country" in Executive Order No. 9193, as amended, or in the Foreign Asset Control Regulations (31 C.F.R., Chapter V, Part 500, as amended), in the Cuban Assets Control Regulations (31 C.F.R., Chapter V, Part 515, as amended) or within the meaning of any of such orders or regulations, or of any regulations, interpretations or rulings issued thereunder, or in violation of such orders or regulations or of any regulations, interpretations or rulings issued thereunder or (ii) an entity listed in Section 550.304 of the Libyan Sanctions Regulations (31 C.F.R., Chapter V, Part 550, as amended). (2) Pension Plan. The Trust has no pension plans which are subject to the provisions of Title IV of the Employee Retirement Income Security Act of 1974, as amended, and the applicable rules and regulations issued thereunder. (3) Margin Stock. The Trust does not presently own any shares of "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or any regulations, interpretations or rulings thereunder. 3.10. Private Offering. Neither the Trustee nor, to the knowledge of the Trustee, the Lessee nor any Person authorized or employed by any of them as agent, broker, dealer or otherwise (the only such agent being Merrill Lynch) in connection with the offering or sale of the Notes has directly or indirectly offered any of the Notes or any similar Security (other than commercial paper) for sale to, or solicited offers to buy any thereof from, or otherwise approached or negotiated with respect thereto with, any prospective purchaser other than you, the other Purchasers, and, to the knowledge of the Trustee, based on the representation of Merrill Lynch, other offerees who at the time of such offer were "accredited investors" as defined in Rule 501 under the Securities Act of 1933, as amended. The Trust agrees that it will not, either directly or indirectly, offer the Notes or any part thereof or any similar Security (other than commercial paper) for issue or sale to, or solicit any offer to acquire any of the same from, anyone, or take any other action which would subject the issuance and sale of the Notes to the provisions of Section 5 of the Securities Act of 1933, as amended. 3.11. Disclosure. None of the representations in this Agreement, the pro forma balance sheet referred to in Section 3.3 hereof, the Fuel Schedules referred to Section 3.4 hereof or in any other document, certificate, or statement furnished to you by or on behalf of the Trust in connection with the transactions contemplated hereby contained as of its date any untrue statement of a material fact or omitted to state a material fact necessary in order to make the representations contained herein or the statements contained therein not misleading in light of the circumstances under which they were made. There is no fact within the knowledge of the Trustee which has not been disclosed herein or therein and which materially adversely affects or in the future, so far as the Trustee can foresee, may so affect, the business, assets or condition, financial or otherwise, of the Trust. 3.12. No Default. No default or Event of Default has occurred under the Credit Agreement and, to the knowledge of the Trustee, no event of termination has occurred under Section 20 of the Lease Agreement as of the date hereof. 3.13. Security. The Security Agreement is effective to create in favor of the Collateral Agent as agent for the Secured Parties a legal, valid and enforceable first priority security interest in all of the Collateral, and a legal, valid and enforceable purchase money security interest in all of the Trust's right, title and interest in the Nuclear Fuel Contracts and the Nuclear Fuel referred to in the Fuel Schedules referred to in Section 3.4 hereof, including, without limitation, any Nuclear Fuel to be acquired, stored, fabricated or processed with the funds being made available to the Trust pursuant to the Agreements, other than any such Nuclear Fuel that has been reconveyed to the Lessee, and all filings, recordings and other actions that are necessary in order to establish, preserve and perfect the Collateral Agent's lien on and security interest in the Collateral as a legal, valid and enforceable first lien and security interest, or purchase money security interest, as the case may be, have been duly effected, except that the foregoing representation shall not be deemed to be violated as a result of the existence or priority of any lien permitted by Section 15 of the Lease Agreement. 3.14. Permitted Indebtedness. As of the date hereof and after giving effect to the sale of the Notes pursuant to the Agreements at the Closing, the aggregate SLV of the Nuclear Fuel plus any accrued Daily Lease Charges plus cash and equivalents in the Collateral Account equals or exceeds the sum of the Outstandings under the Credit Agreement plus the aggregate outstanding principal amount of all IT Notes. 4. CLOSING CONDITIONS. 4.1. Condition Precedent to Trust's Obligations. The Trust's obligation to issue and deliver the Notes to be delivered to you at the Closing shall be subject to the receipt by the Trust at or prior to the time of the Closing of (1) supplemental instructions of the Lessee authorizing the Trust to execute and deliver the Agreements and to issue and sell the Notes; (2) the consent of the Lessee to the execution and delivery by the Trust of the Agreements and the issuance of the Notes; and (3) copies of the opinions of Friday, Eldredge & Clark and Thelen Reid & Priest LLP referred to in Section 4.2(a). 4.2. Conditions Precedent to Your Obligations. Your obligation to purchase and pay for the Notes to be delivered to you at the Closing shall be subject to the satisfaction of the following conditions precedent prior to or contemporaneously with the delivery of the Notes to you at the Closing: (1) Opinions of Counsel. You shall have received at the Closing the opinions of Carter Ledyard & Milburn, counsel for the Trustee, substantially in the form of Exhibits E-1 and E-1A hereto, respectively, Friday, Eldredge & Clark and Thelen Reid & Priest LLP, counsel for the Lessee, substantially in the form of Exhibits E-2 and E-3 hereto, respectively, and Ropes & Gray, your special counsel, substantially in the form of Exhibit E-4 hereto. (2) Representations True. (1) The representations and warranties contained in Section 3 hereof and otherwise made by or on behalf of the Trust in writing in connection with the transactions contemplated hereby shall be true and correct in all material respects at and as of the time of the Closing with the same effect as though made at and as of the time of the Closing; and no condition or event which, if the Notes had been outstanding from the date hereof, would constitute a Default or an Event of Default shall have occurred and be continuing at the time of Closing. (2) You shall have received a certificate in the form of Exhibit C hereto signed by the Lessee and the representations and warranties of the Lessee contained therein shall be true and correct at and as of the time of the Closing. (3) Compliance with this Agreement. The Trust shall have performed and complied with all agreements and conditions contained herein which are required to be performed or complied with by the Trust before or at the Closing. (4) Trust's Certificate. You shall have received at the Closing a certificate dated the date thereof and signed by or on behalf of the Trust, certifying that the conditions specified in Sections 4.2(b)(i) and 4.2(c) have been fulfilled. (5) Lessee's Letter Agreement. You shall have received at the Closing a letter agreement substantially in the form of Exhibit D to this Agreement (the "Lessee's Letter Agreement") signed by the Lessee. (6) Simultaneous Sales. At the Closing the Trust shall have simultaneously sold to the other Purchasers the principal amount of the Notes set opposite their respective names in Exhibit A hereto and shall have received from them payment therefor. (7) Legality. The purchase of and payment for the Notes shall not be prohibited by any applicable law or governmental regulations and shall not subject you to any penalty or other onerous condition under or pursuant to any applicable law or governmental regulation. The Notes shall at the time of the Closing qualify as a legal investment for life insurance companies under all applicable insurance laws without resort to any basket provision thereof and you shall have received such evidence as you may reasonably request to establish compliance with this condition. (8) Private Placement Number. A Private Placement Number issued by Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissions) shall have been obtained for the Notes. (9) Payment of Fees. The Trust shall have made satisfactory arrangements for the payment of the legal fees and expenses of your special counsel, Ropes & Gray. (10) Proceedings Satisfactory; Basic Agreements. All proceedings taken in connection with the sale of the Notes and all documents and papers relating thereto shall be satisfactory to you, and the Basic Agreements, in form satisfactory to you, shall have been executed and delivered to you prior to or at the Closing. You and your special counsel shall have received copies of such documents and papers as you or they may reasonably request in connection therewith or as a basis for your special counsel's closing opinion, all in form and substance satisfactory to you. (11) Information. The Trust shall have delivered to you such information as you shall have reasonably requested for use as a basis for any filings which you may be required to make with certain regulatory bodies and with the National Association of Insurance Commissioners. 5. PAYMENT, REGISTRATION, TRANSFER, EXCHANGE AND REPLACEMENT OF THE NOTES. 5.1. Payment Address. The Trust shall make or shall cause the Registrar to make all payments on account of interest, Yield- Maintenance Premium, if any, and principal to be paid in respect of the Notes held by each of the Purchasers by wire transfer in immediately available funds on the scheduled payment date at the payment address of such Purchaser specified in Exhibit A hereto, or in such other manner and at such other address as shall be designated by notice to the Trust and the Registrar in respect of Notes held by any Purchaser or by any other Noteholder. Payments on account of each Note shall be made without the necessity of any presentment or notation of payment, and the amount of principal so paid on any Note shall be regarded as having been retired and canceled at the time of payment. Any Note with respect to which interest, principal and Yield-Maintenance Premium, if any, shall have been fully paid shall be surrendered to the Trust (or, at the Trust's direction, to the Registrar) and shall be retired and canceled. The holder of any Note, before any transfer thereof, shall make a notation thereon of the date to which interest has been paid and of all principal payments theretofore made thereon and shall in writing notify the Trust of the name and address of the transferee. 5.2. Registration, Transfer or Exchange. So long as any of the Notes remain unpaid, the Trust shall cause the Registrar to keep at its office referred to in Section 11.9 hereof (or at such other office of the Registrar within the State of New York as the Trust or the Registrar shall have identified by written notice to each of the Noteholders) a register in which shall be entered the names and addresses of all Noteholders and the particulars of those Notes held by them and of all transfers of such Notes. The holder in whose name any Note shall be so registered shall be deemed and treated as the owner thereof for all purposes of the Agreements and neither the Trust nor the Registrar shall be affected by any notice to the contrary. For the purpose of any request, direction or consent hereunder, the Trust and the Registrar may deem and treat the registered holder of any Note as the owner thereof without production of such Note. Any Noteholder may at any time and from time to time prior to maturity or redemption thereof surrender any Note held by it for transfer or exchange at said office of the Registrar; provided, however, that the proposed transfer or exchange does not violate the Securities Act of 1933, as amended, or any other applicable law relating to the sale of securities and the Trust may require, as a condition to the registration of any transfer, an opinion of counsel for the transferring Noteholder (which may be in-house counsel) to the effect that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended, and if applicable, any state securities laws. If such opinion is not provided by in-house counsel and if the transfer shall be to an "accredited investor" as defined in Rule 501(a) under the Securities Act of 1933, as amended, the cost of such opinion shall be borne by the Trust. Within a reasonable time thereafter and without expense (other than transfer taxes, if any) to such holder, the Trust shall cause the Registrar to issue in exchange therefor another Note or Notes, dated the date to which interest has been paid on each Note surrendered or dated the date of such surrendered Note if no interest has theretofore been paid thereon, for the same aggregate principal amount as the unpaid principal amount of the Note or Notes so surrendered, having the same maturity date and rate of interest, containing the same provisions and subject to the same terms and conditions as the Note or Notes so surrendered. Each such new Note shall be registered in the name of such Person or Persons as the holder of such surrendered Note or Notes may designate in writing, and such exchange shall be made in a manner such that no additional or lesser amount of principal or interest shall result. The Trust will pay or will cause the Registrar to pay shipping and insurance charges, from and to each Noteholder's main office, involved in the exchange or transfer of any Note. 5.3. Replacement. Upon receipt of evidence reasonably satisfactory to the Trust of the loss, theft, destruction or mutilation of any Note and, if requested in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement or security reasonably satisfactory to the Trust, or, in the case of any such mutilation, upon surrender and cancellation of such Note, the Trust will cause the Registrar to issue a new Note, of like tenor and amount and dated the date to which interest has been paid, or dated the date of such lost, stolen, destroyed or mutilated Note if no interest has theretofore been paid thereon, in lieu of such lost, stolen, destroyed or mutilated Note. Notwithstanding the foregoing provisions of this Section 5.3, if any Note of which you or your nominees is the holder is lost, stolen or destroyed, the affidavit of your Treasurer or any officer setting forth the circumstances with respect to such loss, theft or destruction shall be accepted as satisfactory evidence thereof, and no indemnity or security shall be required as a condition to the execution and delivery by the Trust and the Registrar of a new Note in replacement of such lost, stolen or destroyed Note other than your written agreement to indemnify the Trust and the Registrar. 6. REDEMPTION PROVISIONS. The Trust covenants and agrees that so long as any of the Notes are outstanding it will redeem the Notes as follows: 6.1. Mandatory Redemption upon Termination of Lease Agreement. The Trust shall, upon the occurrence of any event of termination described in Section 20(a)(ii) through 20 (a)(x) of the Lease Agreement, redeem or shall cause the Registrar to redeem the entire outstanding principal amount of the Notes without premium on the Termination Settlement Date. In the event of a purchase of Nuclear Fuel by the Lessee pursuant to Section 10(f) of the Lease Agreement, the Trust shall redeem or shall cause the Registrar to redeem without premium only that portion of the principal amount of the Notes at the time outstanding which bears the same relationship to the aggregate principal amount of all IT Notes at the time outstanding as the SLV of the Nuclear Fuel affected by such partial termination bears to the SLV of all Nuclear Fuel. Upon any partial redemption of the Notes, each Noteholder shall, if so requested by the Trust or the Registrar, surrender to the Registrar all Notes held by such Noteholder in exchange for a new Note or Notes in an aggregate principal amount equal to the outstanding principal amount of the surrendered Note or Notes, less the amount of such partial redemption. Except as provided in this Section 6.1 or in Section 6.2 hereof, neither the Trust nor the Registrar may redeem the Notes, in whole or in part, prior to the stated maturity thereof. 6.2. Optional Redemption of Notes. Subject to the provisions of Section 6.6 hereof, the Trust shall, at the request of the Lessee, redeem or shall cause the Registrar to redeem the entire principal amount of the Notes outstanding, or any portion thereof equal to or greater than $500,000 (the "Called Principal") at a price equal to the sum of (i) the Called Principal, (ii) interest accrued on the Called Principal through the Redemption Date (as defined below) and (iii) the Yield-Maintenance Premium, if any. 6.3. Notice of Redemption. Notice of each redemption of Notes pursuant to Section 6.1 or 6.2 hereof shall be given by the Trust not less than 30 nor more than 60 days before the redemption date (the "Redemption Date") by mailing to each Noteholder an irrevocable notice of intention to redeem specifying the date of redemption, identifying the event of termination under the Lease Agreement giving rise to such redemption (in the case of redemption pursuant to Section 6.1), stating the aggregate principal amount of Notes to be redeemed on such date and the principal amount of the Notes to be redeemed on such date held by the Noteholder to whom such notice is sent and accrued interest applicable to such redemption. In the case of a redemption pursuant to Section 6.2 hereof, a written calculation of the redemption price shall be sent to the holders of Notes to be redeemed not later than 12:00 noon (New York City time) on the Business Day prior to the Redemption Date. 6.4. Payment and Interest Cut-Off. Upon each redemption of Notes, in whole or in part, the Trust shall pay or shall cause the Registrar to pay to each holder thereof the amount of its Notes to be redeemed together with the unpaid interest in respect thereof accrued to the Redemption Date and the Yield-Maintenance Premium, if any. Notice of redemption having been given in compliance with Section 6.3 hereof, the aggregate principal amount of the Notes to be redeemed shall become due and payable on the Redemption Date, and from and after said date (unless the Trust or the Registrar shall default in paying the amounts then due) interest on such principal amount of the Notes shall cease to accrue. 6.5. Permanent Retirement of Notes. Notes redeemed in full or otherwise acquired by the Trust or the Registrar shall be permanently retired and canceled and shall not under any circumstances be reissued or resold. 6.6. Selection of Notes for Redemption. Each redemption required by the Agreements shall be made so that the Notes then held by each Noteholder shall be redeemed in a principal amount in integral multiples of $1,000 which shall bear the same ratio, as nearly as possible, to the total principal amount being redeemed as the principal amount of Notes then held by each Noteholder shall bear to the aggregate principal amount of the Notes then outstanding. 6.7. Repurchase of Notes. Neither the Trust nor the Registrar will repurchase or make any offer to repurchase IT Notes unless (i) such IT Notes are repurchased in order of maturity and (ii) if the Trust or the Registrar has offered to purchase less than all IT Notes with a given maturity date, then such IT Notes will be repurchased pro rata from all holders of such IT Notes at the time outstanding and upon the same terms. 7. TERMINATION OF LEASE AGREEMENT; AMENDMENT OF BASIC AGREEMENTS AND NUCLEAR FUEL CONTRACTS; ADDITIONAL COVENANTS. So long as any IT Notes are outstanding: 7.1. Termination of Lease Agreement. The Trust shall not terminate the Lease Agreement pursuant to Section 3(b) of the Lease Agreement without receiving the prior written consent of the holders of at least 66 2/3% in aggregate principal amount of all IT Notes at the time outstanding. 7.2. Basic Agreements and Nuclear Fuel Contracts. The Trust shall not enter into any amendment to or supplement of any Basic Agreement or any written waiver or modification of the terms of any Basic Agreement or enter into any amendment to or supplement of any Nuclear Fuel Contract or any written waiver or modification of the terms of any Nuclear Fuel Contract (unless, in the case of Nuclear Fuel Contracts, such actions shall be permitted under the Lease Agreement) without in each case receiving the prior written consent of the holders of at least 66 2/3% in aggregate principal amount of all IT Notes at the time outstanding. 7.3. Additional Covenants. The Trust shall not agree to any affirmative or negative covenant with respect to the business, operations, properties or condition, financial or otherwise, of the Trust with any Person who shall extend or propose to extend credit to the Trust unless either (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) subject to Section 11.6(a), such covenant is contained in an amendment of or supplement to the Agreements or one of the Basic Agreements. 8. COVENANTS. Without limiting any other covenants and provisions hereof, the Trust covenants and agrees that, so long as any of the Notes are outstanding, it will perform and observe the following covenants and provisions: 8.1. General Obligations. The Trust will (i) duly observe and conform to all valid requirements of any governmental authorities relative to the conduct of its business or to the ownership of its assets, (ii) preserve and keep in full force and effect the existence of the Trust and the rights, privileges and franchises of the Trust and (iii) obtain, maintain and keep in full force and effect all consents, permits, licenses, approvals, orders and authorizations which are necessary to properly carry out the transactions contemplated to be performed by it by the Agreements, the Notes and the Basic Agreements to which it is a party. 8.2. Books of Trust. The Trust will keep books of record and account acceptable to the Noteholders in relation to its business and activities. 8.3. Notices. Upon obtaining knowledge thereof, the Trust will promptly give written notice to the Noteholders of (i) the occurrence of any Default or Event of Default hereunder or any of the events set forth in Sections 18, 19 or 20(a) of the Lease Agreement or any default or "Event of Default" under the Credit Agreement; (ii) any litigation or proceedings with respect to the Trustee in its capacity as Trustee of the Trust, or affecting the Trust or any of its assets; and (iii) such other information concerning the business, assets or condition, financial or otherwise, of the Trust as any Noteholder may from time to time reasonably request. 8.4. Payment of Taxes. The Trust will cause to be computed, paid and discharged (subject to the provisions of Section 10.1 hereof) when due all taxes, assessments and other governmental charges or levies imposed upon the Trust, or upon any income or assets of the Trust, prior to the day on which penalties are attached thereto, unless and to the extent that the same shall be contested in good faith by appropriate proceedings diligently prosecuted and no foreclosure, distraint, sale or other similar proceedings shall have commenced or been threatened. 8.5. Governmental Permits. The Trust will, to the extent obtained or received by it, furnish or cause to be furnished to the Noteholders a copy of any authorization, license, permit, consent, order or approval of any governmental authority obtained or required to be obtained in connection with the transactions contemplated by the Agreements, the Notes or any of the Basic Agreements. 8.6. Inspection. The Trust will permit any Person designated by any Noteholder to inspect any of the Trust's Property (subject to the provisions of Section 12 of the Lease Agreement) or any of the books or financial records of the Trust and to discuss the affairs, finances and accounts of the Trust with the officers of the Trust or the Trust's independent certified public accountants, all at such reasonable times and as often as any Noteholder may reasonably request. 8.7. Financial Statements. The Trust will furnish to each Noteholder, within 30 days after the close of each Calendar Quarter, a statement of receipts and disbursements relating to the Trust for such quarter and for the portion of the fiscal year then ended. 8.8. Copies of Documents. The Trust will promptly deliver to each Noteholder copies of (i) all amendments, modifications and waivers, (ii) all requests for any such amendment, modification or waiver, and (iii) any notice of an "Event of Default" received or delivered by the Trust, under or with respect to the Credit Agreement, the Lease Agreement, any of the other Basic Agreements or any of the IT Note Agreements (or, to the extent requested by any Noteholder, the Depositary Agreement or Dealer Agreement), to the extent that the same shall not have been delivered to such Noteholder pursuant thereto. 8.9. Activities of Trust. The Trust will not engage in any business or activity of any kind or enter into any transaction which is not directly related to the purchase, sale and leasing of Nuclear Fuel pursuant to the Lease Agreement and the financing thereof in the manner contemplated by the Credit Agreement, the Agreements, the Depositary Agreement and the Basic Agreements. 8.10. Indebtedness. The Trust will not, directly or indirectly, create, incur, assume or suffer to exist any indebtedness of any kind for borrowed money, extensions of credit or the deferred purchase price of property, except (1) the indebtedness evidenced by the IT Notes, (2) indebtedness evidenced by the Credit Agreement, the CP Notes and the Loan Notes or any of their successors. No such bank indebtedness shall constitute permitted indebtedness of the Trust unless (i) the banks providing such credit facilities, other than the Credit Agreement, shall have acknowledged and agreed to the terms of the Basic Agreements, (ii) the banks providing such credit facilities, including the banks participating in the Credit Agreement, shall not be secured by any collateral other than the Collateral described in the Security Agreement in accordance with the terms thereof unless all IT Notes at the time outstanding are secured equally and ratably by such additional collateral, (iii) indebtedness incurred in connection with such bank credit facilities shall not be guaranteed directly or indirectly by any Person nor shall any bank providing such credit facilities be assured against loss or nonpayment unless all IT Notes shall have the benefit of such guaranty or assurance on a pro rata basis with the banks providing such credit facilities, (iv) there shall not exist a Default or an Event of Default hereunder at the time of execution of any credit agreement with a bank other than the Credit Agreement, and (v) immediately following the incurrence of any indebtedness with respect to such bank credit facilities, the sum of (a) the aggregate SLV of the Nuclear Fuel plus (b) any accrued Daily Lease Charges plus (c) cash and investments held by the Trust shall equal or exceed the sum of Outstandings under the Credit Agreement and all other outstanding bank indebtedness plus the aggregate outstanding principal amount of all IT Notes (including the Notes), and (3) overnight borrowings from the Lessee, on an unsecured and interest free basis, for the purpose of depositing funds in the Commercial Paper Account, which funds shall be used solely to pay matured or concurrently maturing CP Notes; provided, however, that all indebtedness for borrowed money (other than indebtedness evidenced by the IT Notes), in aggregate principal amount (before discount) at any one time outstanding shall not exceed $250,000,000 less the aggregate principal amount of the IT Notes outstanding at such time, evidenced by one or more IT Notes each of which complies with all of the following requirements: No IT Note shall constitute permitted indebtedness of the Trust unless (i) such IT Note shall not be secured by any collateral other than the Collateral described in the Security Agreement in accordance with the terms thereof, unless the Notes, the CP Notes and the Loan Notes and any other indebtedness incurred in connection with bank credit facilities permitted under Section 8.10(b) hereof are secured equally and ratably by such additional collateral, (ii) such IT Note shall not be guaranteed directly or indirectly by any Person nor shall the holder thereof be assured against loss or nonpayment unless the Notes, the CP Notes and the Loan Notes and any other indebtedness incurred in connection with bank credit facilities permitted under Section 8.10(b) hereof shall have the benefit of such guaranty or assurance on a pro rata basis with such IT Note, (iii) there shall not exist a Default or an Event of Default hereunder or a default or "Event of Default" under the Credit Agreement on the date of issuance of such IT Note, and (iv) immediately following the issuance of such IT Note, the sum of (a) the aggregate SLV of the Nuclear Fuel plus (b) any accrued Daily Lease Charges plus (c) cash and investments held by the Trust shall equal or exceed the sum of the Outstandings under the Credit Agreement and any other indebtedness incurred in connection with bank credit facilities permitted under Section 8.10(b) hereof plus the aggregate outstanding principal amount of all IT Notes (including the Notes). 8.11. Guarantees. The Trust will not become or remain liable, directly or contingently, in connection with any obligation of any Person, whether by guaranty, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or repurchase, agreement to supply or advance funds or otherwise. 8.12. Liens. The Trust will not create, incur, assume or suffer to exist any Lien upon or with respect to any of the Trust's Property, whether now owned or hereafter acquired, or assign or otherwise convey any right to receive income except (i) Liens created in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, under the Security Agreement and (ii) Liens which Section 15 of the Lease Agreement allows the Lessee to permit on the Trust Estate. 8.13. Distributions. The Trust will not declare or pay any distribution (whether in cash or in Property) with respect to the profits, assets or capital of the Trust or the Trustor's or the Beneficiary's interest therein. 8.14. Investments; Loans. The Trust will not make or suffer to exist any loans or advances to, or make any investments (by way of transfer of Property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of a business or assets, or otherwise) in, any Person except for the purchase of Nuclear Fuel as contemplated by the Lease Agreement and the investments permitted by Section 3.4 of the Security Agreement. 8.15. Salaries. The Trust will not pay any salaries or wages. 8.16. Merger; Sales. The Trustee on behalf of the Trust will not enter into any transaction providing for the merger, consolidation, termination, liquidation or dissolution of the Trust or the acquisition of the Trust by any Person, or otherwise change the form or organization of the Trust's business, or convey, sell, lease or otherwise dispose of any of the Trust's Property or business, except (i) for transactions contemplated by the Lease Agreement, (ii) for Liens permitted by Section 8.12 hereof or (iii) in connection with the appointment of a co- trustee, separate trustee or successor trustee pursuant to Section 10.2 hereof. 8.17. Payments. The Trust will not make any payment or advance any amounts to any Person unless it shall be expressly permitted to make such payment by this Agreement, the Basic Agreements, the Credit Agreement, other bank credit facilities permitted under Section 8.10(b) hereof, the Lease Agreement, the Dealer Agreement or an IT Note Agreement. 8.18. Compliance with Agreements. The Trust will not fail to (i) duly perform all obligations to be performed by it under each of the Basic Agreements and (ii) upon instructions from the Collateral Agent on behalf of the Secured Parties pursuant to Section 6.2 of the Security Agreement, promptly take any and all actions as may be necessary to enforce its rights under the Lease Agreement and to enforce or secure the performance by the Lessee of its obligations thereunder. Without limiting the generality of the foregoing, the Trust shall, upon the written instructions of the Lessee, file or 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 a prior perfected security interest in the Collateral. 8.19. Acceptance of Additional Nuclear Fuel Contracts. The Trust shall not accept the assignment by the Lessee of all or any part of the Lessee's rights in and to any additional Nuclear Fuel Contracts except in accordance with the terms and provisions of Section 4 of the Lease Agreement. 8.20. Investment Company. The Trust will not be an "investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended. 8.21. Public Utility Holding Company. The Trust will not be a "public utility company," or a "holding company," or an "affiliate" of a "holding company" or a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, as amended. 8.22. Accounts and Deposits. The Trust will not open, create or maintain any bank account, or make any deposit with or in any financial institution, except for the Commercial Paper Account and the Collateral Account. 8.23. Expenses and Indemnity. Whether or not the transactions contemplated hereby shall be consummated, the Trust will pay all reasonable expenses (including the reasonable fees and expenses of its counsel and your special counsel) in connection with the preparation and reproduction of the Agreements and the Notes, and also in connection with any amendments of or waivers under the Agreements or the Notes or the Basic Agreements, will indemnify you and the other Noteholders and hold you and the other Noteholders harmless against all broker's and finder's fees, and will pay all your and such Noteholders' out-of-pocket expenses reasonably incurred in connection with the matters contemplated hereby and thereby, and, at your or such Noteholders' election, will reimburse you or such Noteholders for any such expenses paid by you or such Noteholders. In the event that it subsequently is determined that any tax is due on the issue of the Notes or on your acquisition thereof, or on any modification of the Notes or of the Agreements or of the Basic Agreements, the Trust will pay or cause to be paid all such taxes and any interest and penalties related thereto (excluding, however, any transfer taxes), and will indemnify and save you and all holders of the Notes harmless from any loss or damage of any kind whatsoever resulting from or arising out of the nonpayment or delay in the payment of such taxes. The obligations of the Trust under this Section 8.23 shall survive the payment of the Notes. In no event shall the Trust be required to pay any taxes based upon your or any other Noteholder's net income or profits or upon interest income arising out of the Notes. 9. EVENTS OF DEFAULT; CONSEQUENCES 9.1. Events of Default. The occurrence of one or more of the following events shall constitute an "Event of Default" under the Agreements: (1) Principal Payments. The Trust fails to make any payment of any part of the principal of, or the Yield-Maintenance Premium, if any, on, any of the Notes when and as the same shall become due and payable, whether at the stated maturity of the Notes or at a date fixed for redemption or by acceleration or otherwise; or (2) Interest Payments. The Trust fails to make any payment of interest on any of the Notes when and as the same shall become due and payable and any such default shall continue for a period of ten days; or (3) Covenant Defaults. The Trust (i) fails to perform or observe any covenant contained in Section 7 or Sections 8.9, 8.10, 8.11, 8.12 (with respect to Liens created by it), 8.13 through 8.17, 8.18(ii) (with respect to specific instructions from the Collateral Agent), 8.19 and 8.22 of this Agreement or (ii) fails to provide the notice required by Section 8.3(i) of this Agreement, and any such failure shall continue for a period of fifteen days from the date on which an officer of the Trustee first acquired knowledge of the event requiring such notice; or (4) Other Defaults. The Trust fails to comply with any other provision of the Notes or of the Agreements, and such failure shall continue for more than thirty days after the earlier of (i) written notice thereof shall have been given to the Trust by any Noteholder or (ii) knowledge thereof by an officer of the Trustee; or (5) Representations or Warranties. Any representation or warranty made by or on behalf of the Trust or the Lessee contained in the Agreements or in any instrument furnished in compliance with or in reference to the Agreements, or in connection with any amendment thereof, shall prove to have been false or misleading in any material respect as of the date made; or (6) Default on Indebtedness. Any IT Note, or any other indebtedness for borrowed money of the Trust is declared to be, or otherwise becomes, due and payable (other than at the option of the Trust) prior to its stated maturity or regularly scheduled dates of payment, or any event shall occur or any condition shall exist in respect of any such indebtedness or under any agreement securing or relating to such indebtedness, the effect of which is to require (or permit any holder of such indebtedness or a trustee to require) such indebtedness, or any portion thereof, to be paid prior to its stated maturity or prior to its regularly scheduled dates of payment; or (7) Event of Default under Lease Agreement or Credit Agreement. Any "Event of Default" shall occur under the Lease Agreement or any "Event of Default" shall occur under the Credit Agreement or any event of default shall occur with respect to any other indebtedness incurred in connection with bank credit facilities permitted under Section 8.10(b) hereof; or (8) Lessee's Letter Agreement. The Lessee fails to observe any covenant contained in the Lessee's Letter Agreement; or (9) Bankruptcy; Insolvency. The Trust shall be involved in financial difficulties as evidenced: (1) by its commencement of a voluntary case under Title 11 of the United States Code as from time to time in effect, or by its authorizing the commencement of such a voluntary case; (2) by its filing an answer or other pleading admitting or failing to deny the material allegations of a petition filed against it commencing an involuntary case under said Title 11, or seeking, consenting to or acquiescing in the relief therein provided, or by its failing to controvert timely the material allegations of any such petition; (3) by the entry of an order for relief in any involuntary case commenced under said Title 11; (4) by its seeking relief as a debtor under any applicable law, other than said Title 11, of any jurisdiction relating to the liquidation or reorganization of debtors or to the modification or alteration of the rights of creditors, or by its consenting to or acquiescing in such relief; (5) by the entry of an order by a court of competent jurisdiction (i) finding it to be bankrupt or insolvent, (ii) ordering or approving its liquidation, reorganization or any modification or alteration of the rights of its creditors, or (iii) assuming custody of, or appointing a receiver or other custodian for all or a substantial part of its property; or (6) by its making an assignment for the benefit of, or entering into a composition with, its creditors, or appointing or consenting to the appointment of a receiver or other custodian for all or a substantial part of its property. 9.2. Default Remedies. (1) Acceleration. If an Event of Default described in clause (a) or (b) of Section 9.1 hereof shall occur and be continuing with respect to any Note, the holder of such Note may, by notice in writing to the Trust, declare the entire unpaid principal balance of such Note and all interest and Yield- Maintenance Premium, if any, accrued and unpaid thereon to be, and such amount shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, and, to the extent permitted by law, such holder may proceed to institute suit for the enforcement of the payment of principal, interest and Yield-Maintenance Premium, if any, on such Note. If an Event of Default, including, without limitation, an Event of Default described in clause (a) or (b) of Section 9.1 hereof, shall occur and be continuing (unless there shall have occurred an Event of Default under Section 9.1(i) hereof, in which case the unpaid principal balance of all Notes and all interest and Yield- Maintenance Premium, if any, accrued and unpaid thereon shall automatically become due and payable), the holders of at least a majority of the principal amount of the Notes at the time outstanding may, by notice in writing to the Trust, declare the entire unpaid principal balance of the Notes and all interest and Yield-Maintenance Premium, if any, accrued and unpaid thereon to be, and such Notes shall thereupon become, forthwith due and payable, without any presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived. The Trust will forthwith pay to the holder or holders of all the Notes at the time outstanding the entire unpaid principal balance of and interest and Yield-Maintenance Premium, if any, accrued on the Notes. In addition, subject to the provisions of the Security Agreement, following an Event of Default each Noteholder may proceed to protect and enforce such holder's rights by suit in equity, action at law and/or other appropriate proceeding for specific performance of, or for an injunction against violation of, any covenant or provision contained in the Notes or herein or in aid of the exercise of any power granted in the Notes or herein. Each of the Noteholders shall, following an Event of Default, have all of the rights of a Secured Party; provided, however, that no Noteholder shall have any right to enforce directly any of the rights or the security interests granted by the Security Agreement or to require the Collateral Agent to take or refrain from taking any action under the Security Agreement. (2) Nonwaiver and Expenses. No course of dealing between the Trust or the Lessee and any Noteholder nor any delay or failure on the part of any Noteholder to exercise any right shall operate as a waiver of such right. A waiver of the rights of any Noteholder may be made only in accordance with Section 11.6 hereof. If the Trust fails to pay when due the principal of or interest and Yield-Maintenance Premium, if any, on any Note, or fails to comply with any other provision of the Agreements, the Trust will pay to the holder thereof, to the extent permitted by law, any applicable late charge, as provided in the Notes, and such further amounts as shall be sufficient to cover the costs and expenses, including but not limited to reasonable attorneys' fees, incurred by such holder in collecting any sums due on the Notes or in otherwise enforcing any of such holder's rights under the Agreements. 9.3. Annulment of Acceleration. If a declaration is made pursuant to Section 9.2(a) by any holder or holders of the Notes, then and in every such case, the holders of more than 66-2/3% in aggregate principal amount of the Notes then outstanding may, by written instrument filed with the Trust, rescind and annul such declaration, and the consequences thereof, provided that at the time such declaration is annulled and rescinded: (1) no judgment or decree has been entered for the payment of any monies due pursuant to the Notes or the Agreements; (2) all arrears of interest upon all the Notes and all other sums payable under the Notes and under this Agreement (except any principal or interest on the Notes which has become due and payable by reason of such declaration under Section 9.2(a)) shall have been duly paid; and (3) each and every other Default and Event of Default shall have been waived pursuant to Section 11.6 hereof or otherwise made good or cured; and provided, further that no such rescission and annulment shall extend to or affect any subsequent Default or Event of Default or impair any right consequent thereon. 9.4. Notice of Default. If any Noteholder or Noteholders shall demand payment because of, or take any other action of which the Trustee shall have actual knowledge in respect of, an alleged Default or Event of Default, or if the Trustee acquires knowledge of any Default or of any Event of Default, the Trustee shall forthwith give written notice, specifying the nature of such Default or Event of Default and any such action, to each holder of the Notes at the time outstanding, and the Trustee shall also give written notice to each such holder if any written instrument of rescission or annulment as aforesaid shall be filed with it under the provisions of Section 9.3 hereof. 10. CONCERNING THE TRUSTEE. 10.1. Trustee Not Personally Liable. United States Trust Company of New York is entering into the Agreements and issuing the Notes solely as trustee under the Trust Agreement and pursuant to instructions contained in the Trust Agreement and not in its individual capacity and in no case whatsoever shall an institution or Person acting as the Trustee (or any entity acting as successor trustee, co-trustee or separate trustee under the Trust Agreement) or the Trustor be personally liable on, or for any loss in respect of, the Notes or any of the statements, representations, warranties, agreements or obligations of the Trust or the Trustee hereunder, as to all of which you agree to look solely to the Trust, except for any loss caused by the willful misconduct or gross negligence of United States Trust Company of New York (provided that this exception shall not be deemed to apply to the extent that United States Trust Company of New York has followed instructions given to it, or which it is authorized to accept, pursuant to the Trust Agreement and provided that United States Trust Company of New York shall be entitled to rely without independent investigation on information and calculations provided to it by the Lessee). The obligation of the Trustee to make payments hereunder shall be solely from the Trust Estate, and nothing contained herein shall be deemed to impose obligations on the Trustee other than those expressly set forth in the Agreements, the Notes and the Basic Agreements. 10.2. Successor Trustee. You hereby agree that if a successor trustee is appointed in accordance with the terms of the Trust Agreement, such successor trustee shall, without further act, succeed to all the rights, duties, immunities and obligations of the trustee hereunder and the predecessor trustee shall be released from all further duties and obligations hereunder, all without in any way altering the terms of this Agreement, the Notes or the Basic Agreements. The Trustee under the Trust Agreement or any successor trustee thereunder may from time to time appoint one or more co-trustees or separate trustees pursuant to the terms of the Trust Agreement to exercise or hold any or all of the rights, powers and title of the Trustee hereunder, without in any way altering the terms of this Agreement, the Notes or the Basic Agreements. One such appointment and designation of a successor trustee, co-trustee or separate trustee shall not exhaust the right to appoint further successor trustees, co-trustees or separate trustees pursuant to the Trust Agreement, and such right may be exercised repeatedly so long as this Agreement shall be in effect. At least one trustee shall at all times be (a) a corporation in good standing and organized and doing business under the laws of any state of the United States of America, or (b) a bank or trust company in good standing and organized and doing business under the laws of the United States of America or any state thereof, which, in the case of (a) and (b), has its principal office in the City of Boston or the Borough of Manhattan, and total assets of at least $500,000,000, if there be such an institution willing, able and legally qualified to perform the duties of the Trustee hereunder upon reasonable or customary terms, and which is a corporation authorized under the laws of its jurisdiction of incorporation to exercise corporate trust powers and is subject to supervision or examination by Federal or state authority. 10.3. Representations; Covenants. The representations, warranties and covenants of the Trust contained in Sections 3 and 8 hereof are made solely by the Trust and not by United States Trust Company of New York in its individual capacity and certain of said representations and warranties are made solely in reliance upon the representations of the Lessee contained or to be contained in the certificate of the Lessee referred to in Section 4.2(b)(ii) hereof or in other certificates of the Lessee, copies of which have heretofore been furnished to you. 11. INTERPRETATION OF THIS AGREEMENT. 11.1. Terms Defined. Unless the context otherwise specifies or requires, each term defined in this Section 11.1 shall, when used in this Agreement, have the meaning indicated. To the extent that certain of the terms defined in this Agreement are defined by cross-reference to documents which may not be in full force and effect during the entire term of this Agreement, and subject to the provisions of Section 7.2 hereof, the definitions contained in such documents shall be and remain effective for purposes of implementing this Agreement during the term of this Agreement. Acceleration Date - the date on which any Note is declared or otherwise becomes due and payable pursuant to Section 9.2 hereof. Agreement - the term "Agreement" shall include, in addition to the Agreements pursuant to which the Notes are originally issued, every other instrument which the Trust and the holders of the Notes execute at any time which shall amend such Agreements, and the words "hereof", "hereunder", "herein" and other like expressions refer to such Agreements as so amended as a whole and not to any particular Section or subsection thereof. Assignment - shall mean the assignment of a Nuclear Fuel Contract pursuant to Section 4 of the Lease Agreement. Bank - shall mean Union Bank of Switzerland, New York Branch. Basic Agreements - collectively, the Assignments, the Lessee's Letter Agreement, the Lessee's Consent, the Lease Agreement, the Security Agreement and the Trust Agreement, and shall include the exhibits, schedules and annexes attached to each of the foregoing. Beneficiary - See the introductory paragraph hereof. Business Day - any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorized to be closed. Calendar Quarter - a calendar quarter ending on the last day of any March, June, September or December. Called Principal - See Section 6.2 hereof. For purposes of this Section 11, such term shall also include the unpaid principal amount of any Notes which have been declared or have otherwise become due and payable pursuant to Section 9.2 hereof. Closing - See Section 2.3 hereof. Collateral - all property or rights referred to in Section 2 of the Security Agreement in which a security interest is granted to the Collateral Agent, as pledgee for the ratable benefit of the Secured Parties, pursuant to the Security Agreement. Collateral Agent - shall have the meaning specified in the Security Agreement. Collateral Account - shall have the meaning specified in Section 3.1 of the Security Agreement. Company Documents - See Section 11.7 hereof. Commercial Paper Account - shall have the meaning specified in Section 1.01 of the Credit Agreement as in effect on the date hereof. CP Notes - Promissory notes of the Trust sold or to be sold in the commercial paper market and described as "A Notes" in Section 1.01 of the Credit Agreement as in effect on the date hereof. Credit Agreement - the Credit Agreement dated as of December 22, 1988, as amended by Amendment dated September 24, 1996, between the Trust and the Bank, and as modified, supplemented, amended or extended from time to time. Daily Lease Charge - shall have the meaning set forth in Section 1 of the Lease Agreement. Dealer Agreement - the Dealer or Placement Agency Agreement dated as of December 22, 1988 between the Trust and Merrill Lynch Money Markets, Inc., as the same may be modified, supplemented or amended from time to time. Default - an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. Depositary Agreement - the Depositary Agreement dated as of December 22, 1988 between the Trust and The Chase Manhattan Bank (as successor Depository), as the same may be modified, supplemented or amended from time to time. Disclosure Documents - (i) the Private Placement Memorandum, (ii) the Annual Report on Form 10-K for the year ended December 31, 1997 of Entergy Arkansas, Inc. and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, and (iii) the Annual Report on Form 10-K of Entergy Arkansas, Inc. for the year ended December 31, 1998. Discounted Value - shall mean, with respect to the Called Principal of any Note, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (applied on a semiannual basis) equal to the Reinvestment Yield with respect to such Called Principal. Event of Default - See Section 9.1 hereof. Fuel Schedule - shall have the meaning specified in Section 1 of the Lease Agreement. IT Notes - all intermediate term secured promissory notes of the Trust (including the Notes) which comply with the provisions of Section 8.10 hereof. IT Note Agreements - collectively, the agreements between the Trust and one or more lenders pursuant to which such lenders have purchased or agreed to purchase any of the IT Notes. Lease Agreement - the Fuel Lease dated as of December 22, 1988 between the Trust and Entergy Arkansas, Inc. (formerly Arkansas Power & Light Company), as the same may be modified, supplemented or amended from time to time in accordance with Section 7.2 hereof. Lessee - See the introductory paragraph hereof. Lessee's Consent - shall mean the Lessee's consent specified in Section 33(d) of the Lease Agreement. Lessee's Letter Agreement - see Section 4.2(e) hereof. Lien - any mortgage, pledge, lien, security interest, title retention, charge or other encumbrance of any nature whatsoever (including any conditional sale or other title retention agreement, any lease in the nature thereof and the filing of or agreement to execute and deliver any financing statement under the Uniform Commercial Code of any jurisdiction). Loan Notes - the promissory notes issued by the Trust to evidence loans made by the Bank under the Credit Agreement and described as "B Notes" in Section 1.01 of the Credit Agreement as in effect on the date hereof. Manufacturers - shall have the meaning specified in Section 1 of the Lease Agreement. Merrill Lynch - Merrill Lynch, Pierce, Fenner & Smith Incorporated, doing business as Merrill Lynch & Co. Noteholder or holder of any Note - the Person in whose name the Note is registered. Notes - See Section 2.1 hereof. Nuclear Fuel - shall have the meaning specified in Section 1 of the Lease Agreement. Nuclear Fuel Contract - shall have the meaning specified in Section 1 of the Lease Agreement. Outstandings - shall have the meaning specified in Section 1.01 of the Credit Agreement as in effect on the date hereof. Person - an individual, partnership, corporation, trust or unincorporated organization, and a government or agency or political subdivision thereof. Private Placement Memorandum - the Private Placement Memorandum for River Fuel Trust #1 dated February, 1999, prepared by Merrill Lynch. Property - any interest in any kind of property or asset whether real, personal or mixed, or tangible or intangible. Purchaser - See Section 2.1 hereof. Redemption Date - See Section 6.3 hereof. Registrar - The Chase Manhattan Bank or such other registrar and paying agent (being a commercial bank or trust company authorized to conduct business in the State of New York and having combined capital and surplus of not less than $25,000,000) as the Trust may appoint to act as registrar and paying agent in respect of the Notes. The Trust shall give written notice to each Noteholder of the appointment of any successor Registrar. Reinvestment Yield - shall mean, with respect to the Called Principal of any Note, the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New York City time) on the Business Day next preceding the Settlement Date with respect to such Called Principal, on Bloomberg page PX3 or PX4 (or such other display as may replace Bloomberg page PX3 or PX4) for actively traded U.S. Treasury securities having a maturity equal to the Remaining Life of such Called Principal as of such Settlement Date, or (ii) if such yields shall not be reported as of such time or the yields reported as of such time shall not be ascertainable, the Treasury Constant Maturity Series yields reported for the latest day for which such yields shall have been so reported as of the Business Day next preceding the Settlement Date with respect to such Called Principal, in Federal Reserve Statistical Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury securities having a constant maturity equal to the Remaining Life of such Called Principal as of such Settlement Date. Such implied yield shall be determined, if necessary, by (a) converting U.S. Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practice and (b) interpolating linearly between reported yields. Remaining Life - shall mean, with respect to the Called Principal of any Note, the number of years (calculated to the nearest one-twelfth year) which will elapse between the Settlement Date with respect to such Called Principal and March 15, 2002. Remaining Scheduled Payments - shall mean, with respect to the Called Principal of any Note, such Called Principal and any payments of interest thereon that would be due on or after the Settlement Date with respect to such Called Principal, if no payment of such Called Principal were made prior to its scheduled due date. Secured Parties - shall have the meaning specified in Section 1.1 of the Security Agreement. Security - shall have the same meaning as in Section 2(1) of the Securities Act of 1933, as amended. Security Agreement - the Security and Collateral Agency Agreement dated as of December 22, 1988, as amended, executed and delivered by the Trust in favor of the Collateral Agent, for the ratable benefit of the Secured Parties, as the same may be modified, supplemented or amended from time to time in accordance with Section 7.2 hereof. Settlement Date - shall mean the Redemption Date or the Acceleration Date, as the case may be. SLV - shall have the meaning specified in Section 1 of the Lease Agreement. Termination Settlement Date - shall have the meaning specified in Section 20(b) of the Lease Agreement. Trust - See the introductory paragraph hereof. Trust Agreement - See the introductory paragraph hereof. Trust Estate - shall have the meaning specified in Section 1 of the Trust Agreement. Trustee - See the introductory paragraph hereof. Trustor - See the introductory paragraph hereof. Yield-Maintenance Premium - shall mean, with respect to any Note, a premium equal to the excess, if any, of the Discounted Value of the Called Principal of such Note over the sum of (i) such Called Principal plus (ii) interest accrued thereon as of (including interest due on) the Settlement Date with respect to such Called Principal. The Yield-Maintenance Premium shall in no event be less than zero. 11.2. Accounting Principles. Where the character or amount of any asset or liability or item of income or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with generally accepted accounting principles at the time in effect on the date that this Agreement was executed, to the extent applicable, except where such principles are inconsistent with the requirements of this Agreement. 11.3. Counterparts; Reproduction of Documents. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument. This Agreement and all documents relating thereto, including, without limitation, (a) consents, waivers and modifications which may hereafter be executed, (b) documents received by you at the Closing of your purchase of the Notes (except the Notes themselves), and (c) financial statements, certificates and other information previously or hereafter furnished to you, may be reproduced by you by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process and you may destroy any original document so reproduced. The Trust agrees and stipulates that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by you in the regular course of business) and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence. 11.4. Survival. All covenants, agreements, representations and warranties made by the Trust or the Lessee herein or in any certificate or other instrument delivered by either of them or on behalf of either of them under this Agreement shall survive the delivery to you of the Notes regardless of any investigation made by you or on your behalf. All statements in any such certificate or other instrument executed and delivered by the Trust or the Lessee shall constitute warranties and representations by the Trust or the Lessee hereunder. 11.5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon each of the parties hereto and their respective successors and assigns. The provisions of this Agreement are intended to be for the benefit of all holders, from time to time, of any of the Notes, and shall be enforceable by any such holder, whether or not an express assignment to such holder of rights under this Agreement has been made by you or your successor or assign. 11.6. Amendment and Waiver. (1) Requirements. Any provision in the Agreements or in the Notes to the contrary notwithstanding, changes in or additions to the Agreements or the Notes may be made, and compliance with any covenant or provision herein or therein set forth may be omitted or waived, if the Trust shall obtain consent thereto in writing from the holder or holders of not less than 66 2/3% in principal amount of all Notes at the time outstanding; provided, however, that no such consent shall (i) reduce the amount of the principal of any of the Notes or change the amounts or dates of any payment or redemption of principal due upon any of the Notes or reduce the rate or extend the time of payment of interest or premium on any of the Notes, without the consent of the holder of each Note so affected or (ii) reduce the percentage of Noteholders required to approve any such amendment or effectuate any such waiver or amend the provisions of Sections 9.2(a) or 9.3 or this Section 11.6 hereof, without the consent of the holders of all of the Notes at the time outstanding. Any consent may be given subject to satisfaction of conditions stated therein. The Trust shall deliver copies of each such consent to any Noteholder who did not execute the same. (2) Solicitation of Noteholders. So long as any outstanding Notes are owned by you, the Trust will not solicit, request or negotiate for or with respect to any proposed waiver or amendment of any of the provisions of this Agreement or the Notes unless each Noteholder (irrespective of the amount of Notes then owned by it) shall be informed thereof by the Trust and shall be afforded the opportunity of considering the same and shall be supplied by the Trust with sufficient information to enable it to make an informed decision with respect thereto. Executed or true and correct copies of any waiver or consent effected pursuant to the provisions of this Section 11.6 shall be delivered by the Trust to each Noteholder forthwith following the date on which the same shall have been executed and delivered by the holder or holders of the requisite percentage of outstanding Notes. The Trust will not, directly or indirectly, pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, to any Noteholder as consideration for or as an inducement to the entering into by any holder of the Notes of any waiver or amendment of any of the terms and provisions of this Agreement unless such remuneration is concurrently paid, on the same terms, ratably to the holders of all of the Notes then outstanding. (3) Binding Effect. Any such amendment or waiver shall apply equally to all the holders of the Notes and shall be binding upon them and upon each future holder of any Note and upon the Trust whether or not such Note shall have been marked to indicate such amendment or waiver. No such amendment or waiver shall extend to or affect any obligation not expressly amended or waived or impair any right consequent thereon. 11.7. No Recourse. The Agreements, the Notes and any other document executed and delivered by the Trust in connection therewith (the "Company Documents") are intended to be obligations of the Trust only, and all of the statements, representations, covenants and agreements made by the Trust contained therein are made and intended only for the purpose of binding the Trust and establishing the existence of rights and remedies provided for herein or therein which can be exercised and enforced against the Trust. Therefore, anything contained in the Agreements, the Notes, or any other document to the contrary notwithstanding, no claim may be made by any Noteholder against United States Trust Company of New York, as trustee or in its individual capacity, or any incorporator, shareholder (direct or indirect), affiliate, director, officer, employee or agent of United States Trust Company of New York with respect to claims against the Trust arising under or relating to this Agreement. Nothing in this Section 11.7 shall relieve the Trust from its obligations under the Company Documents nor prevent recourse by any Noteholder against United States Trust Company of New York, as trustee or in its individual capacity with respect to claims arising out of its own willful misconduct or gross negligence as provided in Section 6.1(b) of the Trust Agreement, nor prevent recourse by any Noteholder against the Lessee in connection with the exercise or enforcement by any Noteholder of any rights or remedies under any of the Basic Agreements as provided therein. 11.8. Choice of Law; Severability; etc. This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of law provisions or rule that would cause the application of the domestic substantive laws of any other jurisdiction. This Agreement sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. In the event that any provision hereof would, under applicable law, be invalid or unenforceable, such provision shall, to the extent permitted under applicable law, be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent possible under applicable law. The provisions of this Agreement are severable, and in the event that any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof. The headings in this Agreement are for convenience of reference only and shall not alter or otherwise affect the meaning hereof. 11.9. Notices. Any notice, demand or other communication in connection with the Agreements shall be deemed to have been delivered if in writing (or in the form of telex or telecopy) addressed as provided below and actually delivered by mail, courier, telex or facsimile to the following addresses: (1) if to you, at your notice address shown in Exhibit A to this Agreement, marked for attention as there indicated, or at such other address as you may designate by notice in writing received by the Trustee; or (2) if to any other Noteholder, to such address as may be set forth in the register referred to in Section 5.2 hereof, such holder being empowered to change its address on the register by notice in writing received by the Registrar; or (3) if to the Trust, in care of United States Trust Company of New York, 114 West 47th Street, 15th Floor, New York, New York 10036, Attention: Corporate Trust Department, or at such other address as it may designate by notice received by you and all other holders of the Notes at the time outstanding; or (4) if to the Registrar, at The Chase Manhattan Bank, 1 Chase Manhattan Plaza, New York, New York 10081, or at such other address as the Trust or the Registrar may designate by notice in writing received by you and all other holders of Notes at the time outstanding; and (5) with copies in the case of each such notice, demand or other communication to the Lessee, at TCBY Tower, 425 West Capital Avenue, Little Rock, AR 72201, or at such other address as the Lessee may designate by notice in writing received by you and all other holders of Notes at the time outstanding. 11.10. Entire Agreement; No Oral Change. This Agreement, together with any other writing signed by the parties expressly stated to be supplementary hereto and together with the instruments and certificates to be delivered to you pursuant to this Agreement, constitute the entire agreement between you and the Trust with respect to the subject matter hereof, superseding all prior understandings and writings relating thereto, and may not be changed orally. 11.11. Authorization of Collateral Agent. You hereby authorize the Collateral Agent and its successors to carry out its duties under and with respect to the Security Agreement and hereby agree to accept and be bound by all of the provisions thereof including without limitation the provisions (a) prohibiting the enforcement of the Security Agreement without the direction or consent of the Designated Holders (as that term is used in the Security Agreement), (b) limiting the duties of the Collateral Agent thereunder and exonerating it from certain liabilities, (c) permitting amendments to the Security Agreement and waivers and releases of Collateral thereunder and (d) providing that under certain circumstances the Noteholders shall be responsible for their respective pro rata shares of expenses of the Collateral Agent as set forth in Section 6.8 of the Security Agreement. If this Agreement is satisfactory to you, please so indicate by signing the acceptance at the foot of a counterpart of this Agreement and return such counterpart to the Trustee whereupon this Agreement will become binding between us in accordance with its terms. Very truly yours, RIVER FUEL TRUST #1 By: UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By: Vice President Accepted: [NAME OF PURCHASER] By: ______________________ Title: EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Registered Principal Amount of of Purchaser Number Notes to be Purchased Metropolitan Life Insurance DR-001 $19,000,000 Company One Madison Avenue New York, New York 10010 Purchaser's Tax ID: 13-5581829 (1) All payments on account of the Notes in accordance with the provisions thereof and of this Agreement shall be transmitted, not later than 12:00 noon, New York time, on the date such payment is due by bank wire or inter-bank transfer of immediately available funds for credit to: The Chase Manhattan Bank ABA #021000021 Metropolitan Life Insurance Company Account No. 002-2-410591 Contemporaneous with the above wire transfer, advice setting forth: (1) the full name, interest rate, maturity date and PPN of the Notes; (2) allocation of payment among principal, Yield- Maintenance Premium and interest and any special payment; and (3) name and address of bank from which wire transfer was sent, a contact name and telephone number. (2) Copies of all notices and confirmations of payments shall be delivered or mailed to: Metropolitan Life Insurance Company 334 Madison Avenue Convent Station, New Jersey 07961-0633 Attention: Private Placements Unit Facsimile: (973) 254-3050 EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Registered Principal Amount of of Purchaser Number Notes to be Purchased Security First Life Insurance DR-002 $1,000,000 Company c/o Metropolitan Life Insurance Company 334 Madison Avenue Convent Station, New Jersey 07961 Purchaser's Tax ID: 54-0696644 (1) All payments on account of the Notes in accordance with the provisions thereof and of this Agreement shall be transmitted, not later than 12:00 noon, New York time, on the date such payment is due by bank wire or inter-bank transfer of immediately available funds for credit to: Security First Life Insurance Company Account No. 328175 The Bank of New York ABA No. 021000018 BNF: IOC566 Contemporaneous with the above wire transfer, advice setting forth: (1) the full name, interest rate, maturity date and PPN of the Notes; (2) allocation of payment among principal, Yield- Maintenance Premium and interest and any special payment; and (3) name and address of bank from which wire transfer was sent, a contact name and telephone number. (2) Copies of all notices and confirmations of payments shall be delivered or mailed to: Security First Life Insurance Company c/o Metropolitan Life Insurance Company 334 Madison Avenue Convent Station, New Jersey 07961-0633 Attention: Private Placements Unit Facsimile: (973) 254-3050 EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Registered Principal Amount of of Purchaser Number Notes to be Purchased Nationwide Life Insurance DR-003 $3,500,000 Company One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities Facsimile: (614) 249-4553 Purchaser's Tax ID: 31-4156830 (1) All payments on account of the Notes in accordance with the provisions thereof and of this Agreement shall be transmitted, not later than 12:00 noon, New York time, on the date such payment is due by bank wire or inter-bank transfer of immediately available funds for credit to: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Life Insurance Company Attention: P&I Department PPN 76824* AM 6 Security Description: River Fuel Trust #1, Intermediate Term Secured Notes, 6.52% Series D Due March 15, 2002 Contemporaneous with the above wire transfer, advice setting forth: (1) the full name, interest rate, maturity date and PPN of the Notes; (2) allocation of payment among principal, Yield- Maintenance Premium and interest and any special payment; and (3) name and address of bank from which wire transfer was sent, a contact name and telephone number. (2) Copies of all notices and confirmations of payments shall be delivered or mailed to: Nationwide Life Insurance Company c/o The Bank of New York P.O. Box 19266 Attention: P&I Department Newark, NJ 07195 with a copy to: Nationwide Life Insurance Company Attention: Investment Accounting One Nationwide Plaza (1-32-05) Columbus, Ohio 43215-2220 EXHIBIT A SCHEDULE OF PURCHASERS Name and Address Registered Principal Amount of of Purchaser Number Notes to be Purchased Nationwide Life and DR-004 $1,500,000 Annuity Insurance Company One Nationwide Plaza (1-33-07) Columbus, Ohio 43215-2220 Attention: Corporate Fixed-Income Securities Facsimile: (614) 249-4553 Purchaser's Tax ID: 31-1000740 (1) All payments on account of the Notes in accordance with the provisions thereof and of this Agreement shall be transmitted, not later than 12:00 noon, New York time, on the date such payment is due by bank wire or inter-bank transfer of immediately available funds for credit to: The Bank of New York ABA #021-000-018 BNF: IOC566 F/A/O Nationwide Life and Annuity Insurance Company Attention: P&I Department PPN 76824* AM 6 Security Description: River Fuel Trust #1, Intermediate Term Secured Notes, 6.52% Series D Due March 15, 2002 Contemporaneous with the above wire transfer, advice setting forth: (1) the full name, interest rate, maturity date and PPN of the Notes; (2) allocation of payment among principal, Yield- Maintenance Premium and interest and any special payment; and (3) name and address of bank from which wire transfer was sent, a contact name and telephone number. (2) Copies of all notices and confirmations of payments shall be delivered or mailed to: Nationwide Life and Annuity Insurance Company c/o The Bank of New York P.O. Box 19266 Attention: P&I Department Newark, NJ 07195 with a copy to: Nationwide Life and Annuity Insurance Company Attention: Investment Accounting One Nationwide Plaza (1-32-05) Columbus, Ohio 43215-2220 EXHIBIT B THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT. RIVER FUEL TRUST #1 Intermediate Term Secured Note, 6.52% Series D Due March 15, 2002 PPN 76824* AM 6 New York, NY DR- _____ $_____________ __________[Date]______ RIVER FUEL TRUST #1 (the "Trust"), a trust formed pursuant to the Trust Agreement dated as of December 20, 1988 among United States Trust Company of New York, as trustee, the successor Trustor and the Beneficiary named therein, FOR VALUE RECEIVED, hereby promises to pay to ______________________________________ or registered assigns (hereinafter referred to as the "Payee") on March 15, 2002 the principal amount of _____________ Dollars ($_____________) or such part thereof as then remains unpaid and to pay interest on the unpaid balance of such principal amount from the date of this Note at the rate of 6.52% per annum, payable semiannually in arrears on the 15th day of March and September in each year, commencing on the March 15 or September 15 next succeeding the date hereof, until such principal amount shall be paid. The Trust further promises to pay to the Payee on demand interest on overdue principal, Yield-Maintenance Premium (as defined in the Agreements hereinafter referred to), if any, and, to the extent permitted by applicable law, interest on overdue installments of interest at a rate per annum equal to the stated rate of interest hereon plus 1% per annum. Interest shall be computed on the basis of a 360-day year and a 30-day month. Payments of principal, Yield-Maintenance Premium and interest shall be made in lawful money of the United States of America by wire transfer or check mailed, as the Payee may direct the Trust in writing, to the office of the Payee, or at such other place in the United States of America as the Payee shall have designated to the Trust in writing. This Note is one of an issue of Intermediate Term Secured Notes, 6.52% Series D, due March 15, 2002, of the Trust originally issued in the aggregate principal amount of $25,000,000 pursuant to the provisions of separate but identical (except for the name of the Purchaser) Note Agreements dated as of March 17, 1999 between the Trust and the Purchasers named therein (hereinafter referred to as the "Agreements"). The holder of this Note is entitled to the benefits of the Agreements and may enforce each of the agreements of the Trust as contained therein and may exercise each of the remedies provided thereby, or otherwise available in respect thereof, against the Trust, but neither this reference to the Agreements nor any provision thereof shall affect or impair the absolute and unconditional obligation of the Trust to pay the principal amount hereof and interest and Yield-Maintenance Premium, if any, hereon as herein provided. As provided in the Agreements (i) this Note is subject to redemption, in whole or in part, in certain cases with a Yield- Maintenance Premium, and (ii) in case of an Event of Default, as defined in the Agreements, the principal of this Note may become or may be declared due and payable in the manner and with the effect provided in the Agreements. The Trust agrees to make required redemptions on account of this Note in accordance with the provisions of the Agreements. This Note is an IT Note referred to in the Security and Collateral Agency Agreement dated as of December 22, 1988, as amended, between the Trust and The Chase Manhattan Bank, as successor collateral agent for the ratable benefit of the holder of this Note and the other Secured Parties named therein (as the same may be hereafter modified or amended, the "Security Agreement"). The holder of this Note is entitled to the benefits of the Collateral (as defined in the Security Agreement), and the rights of the holder hereof in the Collateral are subject to and governed by the provisions of the Security Agreement, and the holder hereof shall not have any rights with respect to the Collateral except to the extent and in the manner provided in the Security Agreement. As further provided in the Agreements, upon surrender of this Note for transfer or exchange, a new Note or new Notes of the same tenor (except for the name of the holder) dated the date to which interest has been paid, or dated the date of this Note if no interest has theretofore been paid hereon, and in an aggregate principal amount equal to the unpaid principal amount of this Note will be issued to, and registered in the name of, the transferee or transferees. The Trust or the Registrar (as defined in the Agreements) may treat the person in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Trust shall not be affected by any notice to the contrary. The Trust and all endorsers of this Note hereby waive presentment, demand, notice of nonpayment, protest and, except as provided in Section 9 of the Agreements, all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note. As more fully provided in the Agreements, the institution or person acting as trustee of the Trust shall not be personally liable to the holder hereof for any amounts payable under this Note and such holder shall look solely to the Trust Estate created by the Trust Agreement referred to above to satisfy the obligations created hereby. This Note is governed by and shall be construed in accordance with New York law. RIVER FUEL TRUST #1 By: UNITED STATES TRUST COMPANY OF NEW YORK, as Trustee By:______________________________________ Title: EXHIBIT C CERTIFICATE OF ENTERGY ARKANSAS, INC. This Certificate is being delivered to the purchasers named in Exhibit A to each of the Note Agreements referred to below (the "Purchasers") by Entergy Arkansas, Inc. (the "Lessee"), pursuant to Section 4.2(b)(ii) of the separate Note Agreements, each dated as of March 17, 1999 (the "Note Agreements"), between River Fuel Trust #1, a trust formed pursuant to a Trust Agreement dated as of December 20, 1988, as amended, among United States Trust Company of New York, as trustee (the "Trustee"), The Chase Manhattan Bank, as successor trustor, and the Lessee, as beneficiary, and each of the Purchasers referred to therein, relating to the issue and sale of $25,000,000 in original aggregate principal amount of the Intermediate Term Secured Notes, 6.52% Series D due March 15, 2002 ("Series D Notes"). Terms defined in the Note Agreements or the Basic Agreements are used herein with the same meanings ascribed to them therein, unless otherwise defined herein. In connection with the purchase of the Series D Notes pursuant to the Note Agreements, the Lessee DOES HEREBY REPRESENT AND CERTIFY, that: 1. The Lessee acknowledges receipt of conformed counterparts of the Note Agreements and familiarity with the provisions, terms and conditions thereof. 2. Since December 31, 1998, there has been no material adverse change in the Lessee's business or financial condition. 3. The execution, delivery and performance, or the acceptance, as the case may be, by the Lessee of all Basic Agreements executed by it and of the Nuclear Fuel Contracts did not and will not violate any provision of any law or regulation or of any writ or decree of any court or governmental instrumentality applicable to the Lessee and no consent, license, approval, order or authorization of, or filing, registration or declaration with, any governmental authority, bureau or agency or any court or other Person is required in connection with the execution, delivery, performance, acceptance, validity or enforceability of any of the above mentioned documents and instruments (provided that no representation is given with respect to the Nuclear Fuel Contracts insofar as the respective Manufacturers are concerned), except for (i) a general license to own Nuclear Fuel from the Nuclear Regulatory Commission (currently granted under 10 C.F.R. Sections 40.21 and 70.20), (ii) a license to possess and use special nuclear material granted by the Nuclear Regulatory Commission, and (iii) Orders, dated December 20, 1988, July 7, 1989 and January 24, 1996, respectively, of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended; provided that no representation is given with respect to Federal, New York or Arkansas banking or trust laws or regulations or the securities or blue sky laws or regulations of any State. 4. The representations and warranties of the Lessee contained in Section 2 of the Lease Agreement, and the information contained in the Private Placement Memorandum of Merrill Lynch & Co., dated February, 1999 are true and correct in all material respects on and as of the date hereof with the same force and effect as though made on and as of the date hereof, and (x) the amount of the Lessee's shareholder's equity has not declined below the amount shown on its balance sheet as of December 31, 1998, and (y) the Lessee's income before extraordinary items, as shown on its income statement for the year ending December 31, 1998, is a positive number. 5. Each of the Basic Agreements to which the Lessee is a party is in full force and effect without amendment or modification, other than the Amendatory Agreement, dated December 27, 1995 and the Amendment dated September 24, 1996 to the Credit Agreement. 6. No default or Event of Default under the Lease Agreement or event described in Section 20(a) of the Lease Agreement has occurred. 7. As of the date hereof and immediately after giving effect to the sale of Series D Notes to which this Certificate relates, the aggregate SLV of the existing Nuclear Fuel plus any accrued Daily Lease Charges plus cash and equivalents in the Collateral Account equals or exceeds the sum of the Outstandings under the Credit Agreement plus the aggregate outstanding principal amount of all IT Notes, as set forth in Annex A hereto. All of the existing Nuclear Fuel consists entirely of the fuel assemblies designated by the Lessee as batches 15, 16, 17, 14(P), 15(R) and 16(S) at the Generating Facility and all such existing Nuclear Fuel is located at the Generating Facility. The SLV of the existing Nuclear Fuel located at the Generating Facility as of March 16, 1999, was $91,796,000. 8. The Lessee has requested that the funds being made available to the Trust pursuant to the Note Agreements on the date hereof be applied toward the purchase price of Nuclear Fuel in accordance with the directions of the Lessee. 9. The IT Notes are not secured by any collateral other than the Collateral described in the Security Agreement, and the IT Notes are not guaranteed directly or indirectly by any Person nor are the Noteholders assured against loss or nonpayment in any manner other than as contemplated by the Security Agreement and the other Basic Agreements. The Note Agreements do not contain any provision, term or condition which is inconsistent with, or contrary to, the Security Agreement, or which would violate, or cause the Trust to be in violation of, the Credit Agreement or any other Basic Agreement and the Series D Notes purchased and sold pursuant to the Note Agreements will constitute "IT Notes", as that term is defined in Section 11.1 of the Note Agreements. In Witness Whereof, the undersigned, a duly authorized officer, has signed this Certificate on behalf of the Lessee this 18th day of March, 1999. Entergy Arkansas, Inc. By:___________________________ Title: Annex A to Exhibit C 1. Aggregate SLV of Nuclear Fuel as of 3/16/99 $ 91,796,000 2. Estimated Amortization from 3/1/99 to 3/18/99 $ (2,644,000) 3. Receivable from EAI - 1/1/99 through 3/18/99 $ 7,000,000 4. Estimated Accrued Daily Lease Charges at 3/18/99 $ - 5. Cash and Equivalents in Collateral Account at 3/18/99 $ 25,000,000 6. Total of (1) through (5) $121,152,000 7. Outstandings under Credit Agreement at 3/18/99 $ 55,829,000 8. Aggregate principal amount of IT Notes as of 3/18/99 (including the Series C and Series D Notes) $ 65,000,000 9. Total of (7) plus (8) $120,829,000 EXHIBIT D March 18, 1999 To the Purchasers on Exhibit A to each of the Agreements referred to below Re: River Fuel Trust #1, Intermediate Term Secured Notes, 6.52% Series D, Due March 15, 2002 Gentlemen: Terms used herein shall have the same meanings ascribed to them in the Note Agreements dated as of March 17, 1999 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) 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 (3) 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 it 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, (B) 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; (C) it shall transmit to each Noteholder copies of its and Entergy Corporation's Annual Reports on Form 10-K, their Quarterly Reports on Form 10-Q, their Current Reports on Form 8-K, Entergy Corporation's Annual Reports to Shareholders and such other financial information as may be publicly available and as such Noteholder may reasonably request; and (D) 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, ENTERGY ARKANSAS, INC. By:__________________________________ Title: EX-3 5 Exhibit B-6(e) March 18, 1999 To the Purchasers on Exhibit A to each of the Agreements referred to below Re: River Fuel Trust #1, Intermediate Term Secured Notes, 6.52% Series D, Due March 15, 2002 Gentlemen: Terms used herein shall have the same meanings ascribed to them in the Note Agreements dated as of March 17, 1999 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) 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 (3) 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 it 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, (B) 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; (C) it shall transmit to each Noteholder copies of its and Entergy Corporation's Annual Reports on Form 10-K, their Quarterly Reports on Form 10-Q, their Current Reports on Form 8-K, Entergy Corporation's Annual Reports to Shareholders and such other financial information as may be publicly available and as such Noteholder may reasonably request; and (D) 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, ENTERGY ARKANSAS, INC. By: Steven C. McNeal Title: Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----