0000065984-05-000033 Sample Contracts

RIVER FUEL COMPANY #2, INC. NOTE AGREEMENT Dated as of January 13, 2005 $30,000,000 Principal Amount of INTERMEDIATE TERM SECURED NOTES, 4.42% Series D, Due January 13, 2010 RIVER FUEL COMPANY #2, INC. c/o The Bank of New York, as Trustee 101 Barclay...
Note Agreement • January 21st, 2005 • Entergy Louisiana 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.

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SUPPLEMENTAL INSTRUCTIONS PURSUANT TO TRUST AGREEMENT OF RIVER FUEL TRUST #2 DATED JANUARY 27, 1989
Trust Agreement • January 21st, 2005 • Entergy Louisiana Inc • Electric services

These Supplemental Instructions, dated January 13, 2005 are given pursuant to the Trust Agreement, dated as of January 27, 1989, as amended (the "Trust Agreement"), among JPMorgan Chase Bank, National Association (successor-in-interest to Morgan Guaranty Trust Company of New York), as Trustor, The Bank of New York (successor to United States Trust Company of New York), as Trustee, and Entergy Louisiana, Inc. (formerly Louisiana Power & Light Company), as Beneficiary, under which River Fuel Trust #2 (the "Trust") was formed.

ENTERGY LOUISIANA, INC. 639 Loyola Avenue New Orleans, LA 70118 January 13, 2005
Entergy Louisiana Inc • January 21st, 2005 • Electric services

Pursuant to Section 33(b) of the Fuel Lease, dated as of January 31, 1989, between you and the undersigned, we hereby consent to the execution and delivery by you of each of the Note Agreements, dated as of January 13, 2005, between you and The Travelers Insurance Company and Citicorp Insurance and Investment Trust, respectively, relating to the issue and sale of $30,000,000 aggregate principal amount of your 4.42% Series D Intermediate Term Secured Notes, due January 13, 2010 (the "Series D Notes"), and to the issuance and sale of the Series D Notes.

As of January 13, 2005
Entergy Louisiana Inc • January 21st, 2005 • Electric services

Terms used herein shall have the same meanings ascribed to them in the Note Agreements dated as of January 13, 2005 between you and River Fuel Company #2, Inc. (the "Agreements").

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