UNITED STATES OF AMERICA
BEFORE THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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In the Matter of CERTIFICATE PURSUANT
TO
RULE 24
SYSTEM ENERGY RESOURCES, INC.
File No. 70-7604
(Public Utility Holding Company Act of 1935)
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This is to certify, pursuant to Rule 24 under the
Public Utility Holding Company Act of 1935, as amended, that
certain of the transactions proposed by System Energy
Resources, Inc. ("SERI") 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 February 21,
1989, February 23, 1989, July 7, 1989, January 24, 1996 and
August 22, 2000.
On November 30, 2000, SERI executed a Consent
consenting to the execution by River Fuel Funding Company
#3, Inc. ("RFFC") of a Credit Agreement, dated as of
November 30, 2000 (the "Credit Agreement"), among RFFC, The
Bank of New York, as Administrative Agent, and the various
Lenders parties thereto. SERI also executed Supplemental
Instructions to United States Trust Company of New York, as
Trustee ("Trustee"), under the Trust Agreement, dated as of
February 22, 1989, among Morgan Guaranty Trust Company of
New York, as Trustor, the Trustee and SERI, as beneficiary,
authorizing the Trustee to cause RFFC to enter into the
Credit Agreement.
Attached hereto and incorporated by reference are
the constituent documents to the transaction in definitive
form.
Exhibit B-1(e) - Consent pursuant to Fuel Lease
Exhibit B-2(e) - Supplemental Instructions pursuant
to Trust Agreement.
Exhibit B-4(e) - Credit Agreement
Defined terms used herein and not otherwise
defined herein have the meanings ascribed to such terms in
the Application.
IN WITNESS WHEREOF, SERI has caused this
certificate to be executed this 30th day of November, 2000.
SYSTEM ENERGY RESOURCES, INC.
By: /s/ Steven C. McNeal
Steven C. McNeal
Vice President and Treasurer
