Exhibit B-2(e)
SUPPLEMENTAL INSTRUCTIONS
PURSUANT TO
TRUST AGREEMENT
OF RIVER FUEL TRUST #3
DATED FEBRUARY 22, 1989
No. 2000-1
These Supplemental Instructions are given pursuant to the
Trust Agreement, dated as of February 22, 1989 (the "Trust
Agreement"), among The Chase Manhattan Bank (as successor to
Morgan Guaranty Trust Company of New York), 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,
acquisitions of properties and entering into certain transactions
by River Fuel Funding Company #3, Inc., a Delaware corporation
(the "Corporation"), 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:
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 Corporation to Accept and/or Execute Documents or
Rights. The Trustee is authorized and directed, in the name and
on behalf of the Trust, to use its best efforts to cause the
Corporation to execute and deliver, and to cause the Corporation
to perform its duties and obligations under:
(a) The Credit Agreement, dated as of November 30, 2000
(the "Credit Agreement"), among the Corporation, The
Bank of New York and the various Lenders parties
thereto;
(b) The Depositary Agreement, dated as of November 30, 2000
(the "Depositary Agreement"), among the Corporation,
The Chase Manhattan Bank and The Bank of New York; and
(c) All agreements, certificates and other documents
necessary or desirable in connection with the Credit
Agreement and the Depositary Agreement.
Section 3. 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 Trustee pursuant to these
Supplemental Instructions, all of which constitute part of the
Trust Estate.
Section 4. 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
Corporation pursuant to these Supplemental Instructions.
IN WITNESS WHEREOF, the parties hereto have executed these
Supplemental Instructions on the day and year first below
written.
Dated: November 30, 2000
SYSTEM ENERGY RESOURCES, INC.
By:________________________
Name: Frank Williford
Title: Assistant Treasurer
ACCEPTED:
UNITED STATES TRUST COMPANY
OF NEW YORK, as Trustee
By:
Name:
Title:
