Exhibit B-2(d)
SUPPLEMENTAL INSTRUCTIONS
PURSUANT TO TRUST AGREEMENT
OF RIVER FUEL TRUST #3
DATED FEBRUARY 20, 1989
No. 2
These Supplemental Instructions, dated February 13, 1998,
are given pursuant to the Trust Agreement dated as of February
22, 1989, as amended (the "Trust Agreement"), among The Chase
Manhattan Bank, as Trustor, United States Trust Company of New
York, as Trustee and System Energy Resources, Inc., as
Beneficiary under which River Fuel Trust #3 (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 of certain
transactions by River Fuel Funding Company #3, Inc., a Delaware
corporation (the "Company"), all of the capital stock of which is
owned 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: That the Trustee use its best efforts
to cause the Company (a) to borrow $25,000,000 aggregate
principal amount pursuant to two Note Purchase Agreements
relating to Intermediate Term Secured Notes, 6.44% Series C Due
February 15, 2001 (the "Series C IT Notes"), and (b) to perform
all the Company's obligations and duties and to exercise all its
rights under said Note Purchase Agreements.
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 Use Best Efforts
to Cause the Company to Accept and/or Execute Documents or
Rights. The Trustee is hereby directed to cause the Company to:
(i) execute and deliver the several Note Purchase
Agreements with each of the Purchasers as named therein,
relating to $25,000,000 original aggregate principal amount
of Series C IT Notes, substantially in the form delivered
herewith;
(ii) execute and deliver to each Purchaser Series C IT
Notes, substantially in the form and in the principal
amounts provided in the Note Purchase Agreements; and
(iii) perform all other acts and execute all other
documents and certificates necessary to consummate the
Closing under said Note Purchase Agreements.
Section 3. Use of Proceeds. The proceeds of the Series C
IT Notes are to be deposited in the Collateral Account and shall
be applied first to the payment of the Series B IT Notes which
mature on February 15, 1998, and the balance of such proceeds
shall be applied to accrued interest on the Series B IT Notes and
ulitmately toward the purchase price of Nuclear Fuel in
accordance with the directions of the Beneficiary.
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 Company pursuant to these
Supplemental Instructions, all of which constitute part of the
Trust Estate.
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 or the Company
pursuant to these Supplemental Instructions.
IN WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions the day and year first above written.
SYSTEM ENERGY RESOURCES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
Vice President, Chief
Accounting Officer
and Assistant Secretary
ACCEPTED:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By: /s/▇▇▇▇▇ ▇▇▇▇▇
