Exhibit 4.06
AMENDMENT NO. 1 TO AGREEMENT OF LIMITED PARTNERSHIP
OF
ENTERGY LONDON CAPITAL, L.P.
This Amendment No. 1 to Agreement of Limited
Partnership of Entergy London Capital, L.P. (this
"Amendment"), is entered into by and between Entergy London
Investments plc, a public limited company incorporated under
the laws of England and Wales, as general partner (the
"General Partner"), and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., as limited
partner (the "Initial Limited Partner").
WHEREAS, the General Partner and the Initial
Limited Partner heretofore formed a limited partnership known
as Entergy London Capital, L.P. (the "Partnership") pursuant
to and in accordance with the Delaware Revised Uniform
Limited Partnership Act (6 Del.C. 17-101, et seq.), as
amended from time to time, and an Agreement of Limited
Partnership, dated as of August 4, 1997 (the "Original
Agreement").
WHEREAS, the General Partner has changed its name
from "Entergy Power UK plc" to "Entergy London Investments
plc"; and
WHEREAS, the parties hereto desire to amend the
Original Agreement to reflect such name change.
NOW, THEREFORE, the parties hereto hereby agree as
follows:
1. Name of General Partner. The Original
Agreement is hereby amended by deleting any and all
references to the name "Entergy Power UK plc" and
substituting therefor the name "Entergy London Investments
plc." The General Partner is hereby authorized to and shall
file an appropriate amendment to the Certificate of Limited
Partnership of the Partnership with the Secretary of State of
the State of Delaware.
2. Successors and Assigns. This Amendment shall
be binding upon, and shall enure to the benefit of, the
parties hereto and their respective successors and assigns.
3. Full Force and Effect. Except to the extent
modified hereby, the Original Agreement shall remain in full
force and effect.
4. Counterparts. This Amendment may be executed
in counterparts, all of which together shall constitute one
agreement binding on all parties hereto, notwithstanding that
all such parties are not signatories to the original or same
counterpart.
5. Governing Law. This Amendment shall be
governed by, and construed under, the laws of the State of
Delaware, all rights and remedies being governed by said
laws.
IN WITNESS WHEREOF, the undersigned, intending
to be legally bound hereby, have duly executed this Amendment
as of the ____ day of September, 1997.
GENERAL PARTNER:
ENTERGY LONDON INVESTMENTS plc
By: __________________________
Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: Audit Controller
INITIAL LIMITED PARTNER:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
_____________________________
