Exhibit 4(e)-4
CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS
SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED
TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE
INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST
NO. [1/2/3], DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED.
THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL
COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1
FOR INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS
COUNTERPARTS HEREOF.
THIS COUNTERPART IS NOT THE ORIGINAL COUNTERPART.
LEASE SUPPLEMENT NO. 1
dated as of ____________, 19__
to
FACILITY LEASE NO. [1/2/3]
dated as of September 1, 1989
between
FIRST NATIONAL BANK OF COMMERCE,
not in its individual capacity, but solely as Owner Trustee under
Trust Agreement No. [1/2/3], dated as of September 1, 1989,
with the Owner Participant,
Lessor
and
LOUISIANA POWER & LIGHT COMPANY,
Lessee
Original Facility Lease Recorded on
[September 28, 1989] at __________
CERTAIN RIGHTS OF THE LESSOR UNDER THE FACILITY LEASE AS
SUPPLEMENTED BY THIS LEASE SUPPLEMENT NO. 1 HAVE BEEN ASSIGNED
TO, AND ARE SUBJECT TO A SECURITY INTEREST IN FAVOR OF, THE
INDENTURE TRUSTEE UNDER INDENTURE OF MORTGAGE AND DEED OF TRUST
NO. [1/2/3], DATED AS OF SEPTEMBER 1, 1989, AS SUPPLEMENTED.
THIS LEASE SUPPLEMENT NO. 1 HAS BEEN EXECUTED IN SEVERAL
COUNTERPARTS. SEE SECTION 3(c) OF THIS LEASE SUPPLEMENT NO. 1 FOR
INFORMATION CONCERNING THE RIGHTS OF HOLDERS OF VARIOUS
COUNTERPARTS HEREOF.
THIS COUNTERPART IS THE ORIGINAL COUNTERPART.
INDENTURE TRUSTEE'S RECEIPT
Receipt of this Original Counterpart is acknowledged.
BANKERS TRUST COMPANY
Indenture Trustee as Aforesaid
By
Authorized Officer
LEASE SUPPLEMENT NO. 1
dated as of ____________, 19__
to
FACILITY LEASE NO. [1/2/3]
dated as of September 1, 1989
between
FIRST NATIONAL BANK OF COMMERCE,
not in its individual capacity, but solely as Owner
Trustee under Trust Agreement No. [1/2/3], dated as
of September 1, 1989, with the Owner Participant,
Lessor
and
LOUISIANA POWER & LIGHT COMPANY,
Lessee
Original Facility Lease Recorded on
[September 28, 1989] at _________________
THIS LEASE SUPPLEMENT NO. 1, dated as of __________,
19__ ("Lease Supplement No. 1"), to FACILITY LEASE NO. [1/2/3],
dated as of September 1, 1989 (the "Facility Lease"), between
FIRST NATIONAL BANK OF COMMERCE, a national banking association,
not in its individual capacity but solely as Corporate Owner
Trustee (the "Lessor"), under the Trust Agreement (such term, and
all other capitalized terms used herein without definition, being
defined as provided in Section 1 below), and LOUISIANA POWER &
LIGHT COMPANY, a Louisiana corporation (the "Lessee"),
W I T N E S S E T H:
WHEREAS, the Lessee and the Lessor have heretofore
entered into the Facility Lease providing for the lease by the
Lessor to the Lessee of the Undivided Interest; and
WHEREAS, the Lessee, the Lessor, the Owner Participant,
the Funding Corporation, Collateral Trust Trustee and the
Indenture Trustee have entered into a Refunding Agreement No. [
], dated as of ___________, 199___, providing for the issuance by
the Owner Trustee of Additional Bonds, including Refunding Bonds
("Lessor Bonds") to refund the Outstanding Initial Series Bonds
and to pay certain other costs incurred in connection therewith;
and
WHEREAS, the Owner Trustee and the Indenture Trustee
have entered into Supplemental Indenture No. 2, dated as of
_______, 199_, to the Lease Indenture creating the "Lessor Bonds"
for such purpose and establishing the terms, conditions and
designations of such Lessor Bonds; and
WHEREAS, Section 3(e) of the Facility Lease provides
for an adjustment to Basic Rent and to the Value Schedules in
order to preserve the Net Economic Return in the event, among
other things, of the issuance of the Lessor Bonds;
NOW, THEREFORE, in consideration of the premises and of
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
SECTION 1. Definitions.
For purposes hereof, capitalized terms used herein and
not otherwise defined herein or in the recitals shall have the
meanings assigned to such terms in Appendix A to the Facility
Lease.
SECTION 2. Amendments; Schedules.
(a) Section 3(d)(ii) of the Facility Lease is hereby
amended by replacing the words "sinking fund" with "payment".
(b) Section 3(e)(ii) of the Facility Lease is hereby
amended by adding thereto after the words "Participation
Agreement" the following:
or if the expenses paid
by the Lessor in connection with
the issuance of any Additional
Bonds or Collateral Bonds are not
equal to the amounts set forth in
the Pricing Assumptions
(c) Section 22 of the Facility Lease is hereby amended
by adding a new paragraph (k) thereto as follows:
(k) Personal
Property. The Lessee and the
Lessor agree for purposes of this
Lease that it is their intent that,
to the extent permitted by
Applicable Law, the Undivided
Interest and every part thereof
shall be considered as personal and
not real property.
(d) As of the date first written above and until and
unless further amended, Schedules 1 through 5 of the Facility
Lease are hereby amended as follows:
(i) Schedule 1 to the Facility Lease entitled
"Basic Rent Percentages" is deleted in its entirety and is hereby
replaced with Schedule 1 hereto.
(ii) Schedule 2 to the Facility Lease entitled
"Schedule of Casualty Values" is deleted in its entirety and is
hereby replaced with Schedule 2 hereto.
(iii) Schedule 3 to the Facility Lease entitled
"Schedule of Special Casualty Values" is deleted in its entirety
and is hereby replaced with Schedule 3 hereto.
(iv) Schedule 4 to the Facility Lease entitled
"Schedule of Net Casualty Values" is deleted in its entirety and
is hereby replaced with Schedule 4 hereto.
(v) Schedule 5 to the Facility Lease entitled
"Schedule of Net Special Casualty Values" is deleted in its
entirety and is hereby replaced with Schedule 5 hereto.
(e) Schedule U3S to the Facility Lease is attached
hereto.
(f) Appendix A to the Facility Lease is hereby amended
as set forth in Schedule A-1 to Appendix A attached hereto.
SECTION 3. Miscellaneous.
(a) Counterpart Execution. This Lease Supplement No.
1 may be executed in any number of counterparts and by each of
the parties hereto or thereto on separate counterparts, all such
counterparts together constituting but one and the same
instrument.
(b) Execution as Lease Supplement. This Lease
Supplement No. 1 is executed and shall be construed as a
supplement and amendment to the Facility Lease and shall form a
part thereof. On and from the delivery of this Lease Supplement
No. 1, any reference in any Transaction Document to the Facility
Lease shall be deemed to refer to the Facility Lease as
supplemented and amended by this Lease Supplement No. 1.
(c) Original Counterpart. The single executed original
of this Lease Supplement No. 1 marked "THIS COUNTERPART IS THE
ORIGINAL COUNTERPART" and containing the receipt of the
Indenture Trustee thereon shall be the "Original" of this Lease
Supplement No. 1. To the extent that the Facility Lease, as
supplemented by this Lease Supplement No. 1, constitutes chattel
paper, as such term is defined in the Uniform Commercial Code as
in effect in any applicable jurisdiction, no security interest in
the Facility Lease, as so supplemented, may be created or
continued through the transfer or possession of any counterparts
of the Facility Lease and supplements thereto other than the
"Originals" of any thereof.
IN WITNESS WHEREOF, each of the parties hereto has
caused this Lease Supplement No. 1 to be duly executed by an
officer thereunto duly authorized, as of the date set forth
above.
FIRST NATIONAL BANK OF COMMERCE,
not in its individual capacity but
solely as Owner Trustee
ATTEST:
By:
Name:
[SEAL] Title: Vice President
LOUISIANA POWER & LIGHT COMPANY
ATTEST:
By:
[SEAL] Name:
Title:
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) ss.:
PARISH OF ________________ )
On this ______ day of _______________, 199__, before me, the
undersigned Notary Public, duly commissioned and qualified within
the State and County aforesaid, and in the presence of the
undersigned competent witnesses, personally came and appeared
________________________, to me personally known, who being by me
duly sworn did say that [he] is a Vice President and Trust
Officer of FIRST NATIONAL BANK OF COMMERCE, a national banking
association, Owner Trustee under the Trust Agreement, and that
the seal affixed to the foregoing instrument is the seal of said
national banking association and that said instrument was signed
and sealed on behalf of said national banking association by
authority of its Board of Directors and that [he] acknowledged
said instrument to be the free act and deed of said national
banking association.
[signature of appearer]
WITNESSES:
Notary Public
My Commission Expires:
ACKNOWLEDGMENT
STATE OF LOUISIANA )
) ss.:
PARISH OF ________________ )
On this ______ day of _______________, 199__, before me, the
undersigned Notary Public, duly commissioned and qualified within
the State and County aforesaid, and in the presence of the
undersigned competent witnesses, personally came and appeared
________________________, to me personally known, who being by me
duly sworn did say that [he] is the Treasurer of LOUISIANA POWER
& LIGHT COMPANY, a Louisiana corporation, and that the seal
affixed to the foregoing instrument is the corporate seal of said
corporation, and that said instrument was signed and sealed on
behalf of said corporation by authority of its Board of Directors
and that [he] acknowledged said instrument to be the free act and
deed of said corporation.
[signature of appearer]
WITNESSES:
Notary Public
My Commission Expires:
Schedule 1
BASIC RENT PERCENTAGES
Schedule 2
SCHEDULE OF CASUALTY VALUES
Schedule 3
SCHEDULE OF SPECIAL CASUALTY VALUES
Schedule 4
SCHEDULE OF NET CASUALTY VALUES
Schedule U3S
Appendix A