Exhibit 4(i)-4
AMENDMENT NO. 1
dated as of , 1996
to
TAX INDEMNIFICATION AGREEMENT No. [1,2,3]
dated as of September 1, 1989
Between
ESSL 2, INC.
Beneficiary under Trust Agreement No. [1/2/3,]
dated as of September 1, 1989
with
FIRST NATIONAL BANK OF COMMERCE
AS OWNER TRUSTEE,
Lessor,
and
LOUISIANA POWER & LIGHT COMPANY
Lessee
SALE AND LEASEBACK OF AN UNDIVIDED INTEREST IN UNIT NO. 3
OF THE WATERFORD STEAM ELECTRIC GENERATING STATION
AMENDMENT NO. 1, dated as of , 1996 ("TIA
Amendment No. 1"), to TAX INDEMNIFICATION AGREEMENT No. [1/2/3,]
dated as of September 1, 1989, between ESSL 2 INC., a Delaware
corporation (the "Owner Participant"), beneficiary under the
Trust Agreement, with FIRST NATIONAL BANK OF COMMERCE, a national
banking association, not in its individual capacity, but solely
as Owner Trustee under the Trust Agreement (the "Lessor") and
LOUISIANA POWER & LIGHT COMPANY, a Delaware corporation (the
"Lessee"). Capitalized terms not otherwise defined herein shall
have the respective meanings specified in Appendix A to Facility
Lease No. [1/2/3,] dated as of September 1, 1989, between the
Lessor and the Lessee, as amended by Lease Supplement No. 1
thereto, dated as of the date hereof and as otherwise modified,
amended or supplemented pursuant to the terms thereof (the
"Facility Lease") or the Refunding Agreement, dated as of
, 1996, among the Owner Participant, the Lessor, W3A FUNDING
CORPORATION, as Funding Corporation, Banker's Trust Company, not
in its individual capacity but solely as successor Corporate
Indenture Trustee under Indenture No. [1/2/3] and Stanley Burg,
not in his individual capacity but solely as successor Individual
Indenture Trustee under Indenture No. [1/2/3,] and the Lessee
(the "Refunding Agreement").
WHEREAS, pursuant to Participation Agreement No.
[1/2/3], the Lessor agreed to purchase the Undivided Interest
with funds provided by the Owner Participant and by the issuance
of the Initial Series Bonds;
WHEREAS, the Lessor executed the Facility Lease
pursuant to which the Lessor has leased the Undivided Interest to
the Lessee;
WHEREAS, the Lessee and the Owner Participant have
agreed (a) for the Owner Participant [to make an additional
equity investment and] to cause the refinancing of the Initial
Series Bonds through the issuance of the 1996 Bonds in amounts
which, when added to [the equity investment made by the Owner
Participant and] any Supplemental Rent paid by the Lessee, will
be sufficient to redeem the Initial Series Bonds, including any
premium and accrued interest thereon and (b) [for the Owner
Participant to provide funds to the Lessor to permit the Lessor
to pay the Refunding Expenses]; and
WHEREAS, the Owner Participant and the Lessee have
heretofore executed Tax Indemnification Agreement No. [1/2/3]
and desire to amend Tax Indemnification Agreement No. [1/2/3] as
hereinafter provided to clarify their respective rights and
obligations arising from the transactions contemplated by
Refunding Agreement No. [1/2/3] (the "Refunding");
NOW, THEREFORE, THIS AGREEMENT WITNESSETH:
Tax Indemnification Agreement No. [1/2/3] is hereby
amended, effective upon the execution and delivery of this
Agreement, as follows:
1. Section l.1(h) thereof is amended by (i) deleting
the word "and" before "(vii)" and (ii) inserting the words ", and
(viii) any Supplemental Rent paid in connection with the
Refunding" immediately after the words "retained by the Owner
Participant".
2. Section 1.1(i) thereof is amended by (i) inserting
the words "through 1992 and 35% for each taxable year"
immediately after the words "each taxable year" and immediately
before the word "thereafter".
3. Section 1.1(o) thereof is amended by inserting the
words ", Retirement Premium Deduction, Refunding Amortization
Deductions" immediately after the words "the Amortization
Deductions" and immediately before the words "and the Interest
Deductions".
4. Section 1.1(p) thereof is amended by inserting the
words "and the Refunding Date will be the date set forth in
Schedule 1 to PA Amendment No. 1" immediately after the words
"Participation Agreement" and immediately before the period
ending the sentence.
5. Section 1.1 thereof is amended by adding the
following tax assumptions after Section 1.1(p):
"(q) The Owner Participant will be allowed a deduction
for the premium paid with respect to the Refunded Bonds in
the taxable year of the Owner Participant in which such
premium is paid or accrued (the "Retirement Premium
Deduction"); and the Owner Participant will be entitled to
take the Retirement Premium Deduction into account in
computing its consolidated federal income tax liability in
accordance with the accrual method of tax accounting.
(r) The Owner Participant will be allowed deductions
for amortization of an amount equal to the Refunding
Expenses to the extent payable by the Lessor pursuant to
Section 5 of the Refunding Agreement computed on a straight-
line basis over a term from the Refunding Date to the end of
the Basic Lease Term (the "Refunding Amortization
Deductions"); and the Owner Participant will be entitled to
take the Refunding Amortization Deductions into account in
computing its consolidated federal income tax liability."
6. The last sentence of section 1.1 thereof is
amended by replacing "(p)" immediately after the words "The
foregoing clauses (a) through" with "(r)".
7. Section 1.2(1)(d) thereof is amended by inserting
the words "the Retirement Premium Deduction, the Refunding
Amortization Deductions" immediately after the words "the
Amortization Deductions," and immediately before the words "or
any corresponding deduction or credit".
8. Section 1.2(1) is amended by adding the following
representation after Section 1.2(1)(e):
"(f) The Owner Participant will be entitled to deduct
the Retirement Premium Deduction and the Refunding
Amortization Deductions."
9. Section 3.1(a)(1)(A) thereof is amended by
inserting the words "(except the Refunding Agreement and any
related amendments to the Transaction Documents)" (i) immediately
after the words "the Transaction Documents" and immediately
before the words "or an act", (ii) immediately after the words
"the Transaction Documents" and immediately before the words ")
by (i)" and (iii) immediately after the words "the Transaction
Documents" and immediately before words ", shall each be an act".
10. Section 3.1(a)(1) thereof is amended by deleting
the word "or" at the end of paragraph (F) thereof, inserting the
word "or" at the end of paragraph (G) thereof and adding the
following paragraph after paragraph (G) thereof:
"(H) the presence of Funding Corporation, or any
successor or assign thereof, in the transactions
contemplated by the Transaction Documents,"
11. Section 3.1(a)(2)(A) thereof is amended by
inserting the words "the Retirement Premium Deduction, the
Refunding Amortization Deductions", immediately after the words
"the Amortization Deductions," and immediately before the words
"or the Interest Deductions".
12. Section 6(a) thereof is amended by inserting the
words ", the Retirement Premium Deduction, the Refunding
Amortization Deductions" immediately after the words "the
Amortization Deductions" and immediately before the words "or the
Interest Deductions".
13. Section 6(b) thereof is amended by inserting the
words ", the Retirement Premium Deduction, the Refunding
Amortization Deductions" immediately after the words "the
Amortization Deductions" and immediately before the words "or the
Interest Deductions".
IN WITNESS WHEREOF, the Owner Participant and the
Lessee have each caused this TIA Amendment No. 1 to be duly
executed in New York, New York by their respective officers
thereunto duly authorized as of the date first set forth above.
LOUISIANA POWER & LIGHT COMPANY
Name:
Title:
ATTEST: ESSL 2 INC.
Name: Name:
Title: Title:
ACKNOWLEDGMENT
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ____ day of _________, ____, before me, the
undersigned Notary Public, duly commissioned and qualified within
the State and County aforesaid, personally came and appeared
_____________________, who being by me duly sworn did say that he
is a ___________________ of ESSL 2 INC., a Delaware corporation,
and that said instrument was signed 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.
Notary Public
My Commission Expires:
_________ __, ____
ACKNOWLEDGMENT
STATE OF NEW YORK )
) SS.:
COUNTY OF NEW YORK )
On this ____ day of _________, ____, before me, the
undersigned Notary Public, duly commissioned and qualified within
the State and County aforesaid, personally came and appeared
_____________________, who being by me duly sworn did say that he
is a ___________________ of LOUISIANA POWER & LIGHT COMPANY, a
Delaware corporation, and that said instrument was signed 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.
Notary Public
My Commission Expires:
_________ __, ____