RIVER FUEL FUNDING COMPANY #3, INC. NOTE PURCHASE AGREEMENT Dated as of February 12, 2004 INTERMEDIATE TERM SECURED NOTES RIVER FUEL FUNDING COMPANY #3, INC. C/O THE BANK OF NEW YORK, AS TRUSTEE 101 BARCLAY STREET, 8TH FLOOR WEST NEW YORK, NEW YORK 10286Note Purchase Agreement • February 26th, 2004 • System Energy Resources Inc • Electric services • New York
Certain terms are used in this Agreement as specifically defined herein. Those definitions are contained or referred to in Section 11.1 hereof.
LESSEE'S CONSENTSystem Energy Resources Inc • February 26th, 2004 • Electric services
Pursuant to Section 33(b) of the Fuel Lease, dated as of February 24, 1989, between River Fuel Funding Company #3, Inc. ("Lessor") and System Energy Resources, Inc. ("Lessee"), Lessee hereby consents to Lessor's execution and delivery of four Note Purchase Agreements, dated as of February 12, 2004, with Metropolitan Life Insurance Company, TIAA-CREF Life Insurance Company, TIAA-CREF Life Insurance Company and Teachers Annuity Association of America, as Purchasers, relating to the issue and sale of $50,000,000 aggregate principal amount of Lessor's Intermediate Term Secured Notes, 4.05% Series E due February 15, 2009.
To the Purchasers Named in Exhibit A-1 to each of the Agreements referred to below Re: River Fuel Funding Company #3, Inc. Intermediate Term Secured Notes, 4.05% Series E, due February 15, 2009 Ladies and Gentlemen:System Energy Resources Inc • February 26th, 2004 • Electric services
Terms used herein shall have the same meanings ascribed to them in the Note Purchase Agreements dated as of February 12, 2004 between each of you and River Fuel Funding Company #3, Inc. (the "Agreements").
