Exhibit 10(AD)





EXHIBIT 10(AD)

EXECUTION VERSION

 

 

	
    AMENDMENT NO. 3

    
	
    
	
    To

 

	
    
	
    PURCHASE AND SALE
  AGREEMENT

 

	
    
	
    
	
    by and between

 

    
	
    
	
    
	
    PERRYVILLE ENERGY
  PARTNERS, L.L.C.

 

	
    
	
    
	
    And

 

	
    
	
    
	
    ENTERGY LOUISIANA,
  INC.

 

	
    
	
    
	
    Dated as of October
  21, 2004

 

	
    


 

	
    
    NYI-2147061v23   	
     Amendment
    No. 3 to Purchase and Sale Agreement



 




TABLE
OF CONTENTS

 

 

			
    PAGE

	
    ARTICLE
  1
	
    DEFINITIONS
	
    1

    
	
                Section 1.1

    	
        Certain Defined Terms

    	
    1

    
	
                Section 1.2

    	
        Certain Interpretive
  Matters
	
    1

    
	
    ARTICLE 2
	
    AMENDMENTS
	
    1

    
	
                Section 2.1

    	
        Amendment
    of Recital D and Sections 3.1(a)(ii), 3.1(a)(iii), 4.2 and 4.3
	
    1

    
	
                Section 2.2

    	
        Amendment and Restatement
  of Definition of Ancillary Agreements
	
    2

    
	
                Section 2.3

    	
        Amendment and Restatement
  of Definition of Interconnection Facilities
	
    2

    
	
                Section 2.4

    	
        Amendment of Definition of
  Interim Power Purchase Agreement
	
    2

    
	
                Section 2.5

    	
        Amendment of Definition of
  Project and Deletion of Definition of  Protective Apparatus
	
    2

    
	
                Section 2.6

    	
        Addition of Defined Terms

    	
    3

    
	
                Section 2.7

    	
        Amendment of Section 2.2

    	
    4

    
	
                Section 2.8

    	
        Amendment of Section
  3.1(b)
	
    4

    
	
                Section 2.9

    	
        Amendment of Section 3.2

    	
    4

    
	
                Section 2.10

    	
        Amendment of Section
  3.3(b)
	
    4

    
	
                Section 2.11

    	
        Amendment of Section 8.4

    	
    4

    
	
                Section 2.12

    	
        Amendment of Section 8.19

    	
    5

    
	
                Section 2.13

    	
        Addition of Section 8.23

    	
    5

    
	
                Section 2.14

    	
        Amendment of Section 9.9

    	
    6

    
	
                Section 2.15

    	
        Addition of Section 9.11

    	
    6

    
	
                Section 2.16

    	
        Amendment of Section
  10.1(c)(iii)
	
    6

    
	
                Section 2.17

    	
        Amendment of Sections
  10.1(d), 10.1(e), 10.1(f), 10.1(g) and 10.1(h)
	
    6

    
	
                Section 2.18

    	
        Amendment of Section 10.3(a)

    	
    7

    
	
                Section 2.19

    	
        Addition of Exhibit K

    	
    8

    
	
                Section 2.20

    	
        Addition of Other Exhibits

    	
    8

    
	
                Section 2.21

    	
        Amendment of Schedule 1.1A

    	
    8

    
	
                Section 2.22

    	
        Amendment of Schedule 1.1E

    	
    8

    


 

	
    
    NYI-2147061v23   	i   	
     Amendment
    No. 3 to Purchase and Sale Agreement



 



	
                Section 2.23

    	
        Amendment of Schedule 1.1F

    	
    8

    
	
                Section 2.24

    	
        Amendment of Schedule 1.1H

    	
    9

    
	
                Section 2.25

    	
        Amendment of Schedule 1.1K

    	
    9

    
	
                Section 2.26

    	
        Addition of Schedule 1.1L

    	
    9

    
	
                Section 2.27

    	
        Amendment of Schedule
  2.1(a)
	
    9

    
	
                Section 2.28

    	
        Amendment of Schedule
  2.1(c)
	
    9

    
	
                Section 2.29

    	
        Amendment of Schedule
  2.1(d)
	
    9

    
	
                Section 2.30

    	
        Amendment of Schedule
  2.1(f)
	
    9

    
	
                Section 2.31

    	
        Amendment of Schedule
  2.1(g)
	
    9

    
	
                Section 2.32

    	
        Amendment of Schedule 3.7

    	
    9

    
	
    ARTICLE 3
	
    EFFECTIVE DATE OF AMENDMENTS;
  BANKRUPTCY ACTIONS
	
    10

    
	
                Section 3.1

    	
        Effective Date of
  Amendments
	
    10

    
	
                Section 3.2

    	
        Bankruptcy Actions

    	
    10

    
	
    ARTICLE 4
	
    MISCELLANEOUS
	
    12

    
	
                Section 4.1

    	
        No Other Amendments

    	
    12

    
	
                Section 4.2

    	
        General Provisions
  Incorporated
	
    12

    


 

	
    
    NYI-2147061v23   	ii   	 


 



EXHIBITS AND
SCHEDULES

	
    Item
	
    Description

	
    Exhibit K
	
    Form of Transmission Line and
  Access Servitude Agreement1

	
    Exhibit L
	
    Form of Termination of
  Pre-Closing Interconnection Agreement

	
    Exhibit M
	
    Form of Interconnection and
  Service Charge Agreement

	
    Exhibit N
	
    Form of Interconnection
  Agreement

	
    Exhibit O
	
    Form of Interconnection
  Facilities Maintenance Agreement

	
    Exhibit P
	
    Disclaimer Order

	
    Exhibit Q
	
    Form of Supplemental Order

    
	
    Schedule 1.1A
	
    Cap Ex/O&M Budget; Form of
  Monthly Financial Report

	
    Schedule 1.1E
	
    Certain Permitted Encumbrances2 
    

	
    Schedule 1.1F
	
    Preliminary Title Commitment3 
    

	
    Schedule 1.1H
	
    Purchaser's Required
  Regulatory Approvals

	
    Schedule 1.1K
	
    Seller's Required Regulatory
  Approvals

	
    Schedule 1.1L
	
    Interconnection Facilities4

    
	
    Schedule 2.1(a)
	
    Owned Immovable Property5  

    
	
    Schedule 2.1(c)
	
    Tangible Movable Property 
    

	
    Schedule 2.1(d)
	
    Purchased Inventory; Form of
  Inventory Report  

	
    Schedule 2.1(f)
	
    Permits

	
    Schedule 2.1(g)
	
    Certain Books and Records

    
	
    Schedule 3.7
	
    Allocation 



 

 

	
    1
  To be further modified in accordance with Section 2.19 of this Amendment.

    
	
    2 To be attached in
  accordance with Section 2.22 of this Amendment.

	
    3 To be attached in
  accordance with Section 2.23 of this Amendment.

	
    4 To be further
  modified in accordance with Section 2.26 of this Amendment.

	
    5 To be attached in
  accordance with Section 2.27 of this Amendment.



 

	
    
    NYI-2147061v23   	  	
     Amendment No. 3 to Purchase and Sale
    Agreement



 



AMENDMENT NO. 3 TO
PURCHASE AND SALE AGREEMENT

        THIS AMENDMENT NO. 3 TO PURCHASE AND SALE
AGREEMENT, dated as of October 21, 2004 (this "Amendment"), is made and
entered into by and between Perryville Energy Partners, L.L.C., a limited
liability company organized and existing under the laws of the State of
Delaware ("Seller"), and Entergy Louisiana, Inc., a corporation
organized and existing under the laws of the State of Louisiana ("Purchaser").

RECITALS

        A.        Seller and Purchaser are parties to
that certain Purchase and Sale Agreement, dated as of January 28, 2004, as
amended by that certain Amendment No. 1, dated as of May 7, 2004, and that
certain Amendment No. 2, dated as of June 30, 2004 (the "Purchase and Sale
Agreement"), pursuant to which Seller has agreed to sell and assign to
Purchaser, and Purchaser has agreed to purchase and assume from Seller, all of
Seller's and the Assigning Affiliates' right, title and interest in, to and
under the Purchased Assets (such term and all other capitalized terms used and
not otherwise defined in these Recitals have the meaning ascribed in Section
1.1), on the terms and subject to the conditions set forth in the Purchase and Sale Agreement. 


        B.         Seller and Purchaser desire to amend
the Purchase and Sale Agreement in certain respects.

        NOW, THEREFORE, in consideration of the
foregoing recitals and the agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties, intending to be legally bound, do hereby agree as
follows:


ARTICLE 1

DEFINITIONS

       
Section 1.1           
Certain Defined Terms.  Capitalized terms when used, but not
defined, in this Amendment have the meanings ascribed thereto in the Purchase
and Sale Agreement.

       
Section
1.2           
Certain Interpretive Matters.  In this Amendment, unless the
context otherwise requires, the interpretive conventions set forth in Section
1.2 of the Purchase and Sale Agreement shall apply.


ARTICLE 2

AMENDMENTS

       
Section 2.1           
Amendment of Recital D and Sections 3.1(a)(ii), 3.1(a)(iii), 4.2
and 4.3.  Each of Recital D and Sections 3.1(a)(ii), 3.1(a)(iii),
4.2 and 4.3 of the Purchase and Sale 

 

	
    
    NYI-2147061v23   	   	
     Amendment No. 3 to Purchase and Sale
    Agreement




 


Agreement is hereby amended by
deleting each occurrence of "the Approval Order" therein and by inserting in
lieu thereof "each of the Approval Order and the Supplemental Order".


       
Section
2.2           
Amendment and Restatement of Definition of Ancillary Agreements. 
The definition of the term "Ancillary Agreements" set forth in Section 1.1
of the Purchase and Sale Agreement is hereby amended and restated in its
entirety as follows:

            ""Ancillary Agreements" means (i) the Guaranty, (ii)
the Bill of Sale, (iii) the Assignment and Assumption Agreement, (iv) the Cash
Sale, (v) the CCGT LTSA Substitute Agreement, (vi) the CCGT LTSA
Termination Agreement, (vii) the CT LTSA Substitute Agreement,
(viii) the CT LTSA Termination Agreement, (ix) the Interim Power Purchase
Agreement, (x) the Parts Title and Indemnity Agreement, (xi) the
Notice of Renunciation and Indemnity, (xii) the Transmission Line and
Access Servitude Agreement, (xiii) the Termination of Pre-Closing
Interconnection Agreement, (xiv) the Interconnection and Service Charge
Agreement, (xv) the Interconnection Agreement, (xvi) the
Interconnection Facilities Maintenance Agreement and (xvii) any additional
agreements and instruments of sale, transfer, conveyance, assignment and
assumption that may be executed and delivered by any Party or any Affiliate
thereof at the Closing, if any."

       
Section 2.3           
Amendment and Restatement of Definition of Interconnection
Facilities.  The definition of the term "Interconnection Facilities" set
forth in Section 1.1 of the Purchase and Sale Agreement is hereby
amended and restated in its entirety as follows:

            ""Interconnection Facilities" means the assets set
forth on Schedule 1.1L."

       
Section
2.4           
Amendment of Definition of Interim Power Purchase Agreement. 
The definition of the term "Interim Power Purchase Agreement" set forth in
Section
1.1 of the Purchase and Sale Agreement is hereby amended by adding the
following at the end of such definition:

            ", as amended by that certain Amendment to Power Purchase
Agreement, dated as of September 20, 2004, between Seller and ESI, as agent for
Purchaser and Entergy Gulf States, Inc., and as may be further amended from
time to time".

       
Section
2.5           
Amendment of Definition of Project and Deletion of Definition of
Protective Apparatus.  

                    (a)               
The definition of the term "Project" set forth in Section 1.1 of
the Purchase and Sale Agreement is hereby amended by deleting the phrase,
"including ancillary equipment, Interconnection Facilities and Protective
Apparatus and any additions thereto or replacements thereof" and replacing it
with ""including ancillary equipment and Interconnection Facilities and any
additions thereto or replacements thereof".

 

	
    
    NYI-2147061v23   	   2	
     Amendment No. 3 to Purchase and Sale
    Agreement




 


                    (b)              
The definition of the term "Protective Apparatus" is hereby deleted in
its entirety from Section 1.1 of the Purchase and Sale Agreement.  

       
Section
2.6           
Addition of Defined Terms.  The following defined terms are
added to Section 1.1 of the Purchase and Sale Agreement as follows:

            ""Disclaimer Order" means an order of FERC
disclaiming jurisdiction over the disposition of the Purchased Assets from
Seller to Purchaser under the Federal Power Act, a true and correct copy of
which is attached as Exhibit P.

            "Final FERC Order" means an order of FERC:  (a) as to
which no filing, intervention, appeal or notice of appeal (i) to amend or make
additional findings of fact, (ii) to alter or amend the requested relief to
which such order relates, or (iii) to request rehearing, reconsideration or
application for review of the requested relief to which such order relates, or
other similar filing, intervention, appeal or notice of appeal shall have been
filed within the time for appeal or notice of appeal (collectively, a " Specified
Challenge"), or, if there has been a Specified Challenge, it has been
disposed of in a manner that upholds and affirms the requested relief to which
such order relates in all respects without the possibility for any further
appeal therefrom; and (b) as to which the time for instituting or filing an
appeal shall have expired.

            "Interconnection Agreement" means the Interconnection
Agreement, substantially in the form of Exhibit N, to be executed and
delivered by Seller and Purchaser prior to the Closing and that will become
effective upon the Closing.

            "Interconnection Assets" means the Interconnection
Facilities and any books and records, power sales agreements, rate schedules,
tariffs and any other asset of Seller the transfer of which would be subject to
FERC jurisdiction under the Federal Power Act.

            "Interconnection and Service Charge Agreement" means
the Interconnection and Service Charge Agreement, substantially in the form of Exhibit
M, to be executed and delivered by Seller and Purchaser prior to the
Closing and that will become effective upon the Closing.

            "Interconnection Facilities Maintenance Agreement"
means the Interconnection Facilities Maintenance Agreement, substantially in
the form of Exhibit O, to be executed and delivered by Seller and
Purchaser at the Closing.

            "Interconnection Facilities Survey" means surveys of
the portion of the Project Site that is FERC jurisdictional under the Federal
Power Act and the servitude to be granted pursuant to the Transmission Line and
Access Servitude Agreement.

            "Supplemental Order" has the meaning set forth in the
Third Amendment.

 

	
    
    NYI-2147061v23   	   3	
     Amendment No. 3 to Purchase and Sale
    Agreement




 



         "Termination of Pre-Closing Interconnection Agreement"
means the Termination of Pre-Closing Interconnection Agreement, substantially
in the form of Exhibit L, to be executed and delivered by Seller and Purchaser
prior to the Closing and that will become effective upon the Closing.

        "Third Amendment" means Amendment No. 3 to the
Purchase and Sale Agreement, dated as of October 21, 2004, between Seller and
Purchaser.

        "Transmission Line and Access Servitude Agreement"
means the Transmission Line and Access Servitude Agreement, substantially in
the form of Exhibit K, to be executed and delivered by Purchaser at the
Closing."

       
Section
2.7           
Amendment of Section 2.2.  Section 2.2 of the Purchase
and Sale Agreement is hereby amended by adding the following clause after
clause (r):

          "(s)       The Interconnection Assets."

       
Section
2.8           
Amendment of Section 3.1(b).  Section 3.1(b) of the
Purchase and Sale Agreement is hereby amended by renumbering clause (vi) as
clause (vii) and by adding the following clause as a new clause (vi):

          "(vi)      Transmission Line and Access Servitude Agreement
in a form suitable for recording;"

       
Section
2.9           
Amendment of Section 3.2.  Section 3.2 of the Purchase
and Sale Agreement is hereby amended and restated in its entirety as follows:

 "The initial purchase price
for the Purchased Assets being sold shall be One Hundred Sixty Two Million
Ninety Six Thousand Four Hundred Thirty Five Dollars (U.S. $162,096,435) (the "Initial
Purchase Price")."

       
Section
2.10       
Amendment of Section 3.3(b).  Section 3.3(b) of the
Purchase and Sale Agreement is hereby amended by deleting "one million eight
hundred eighty two thousand seven hundred and seventy seven Dollars
($1,882,777) (the "Inventory Threshold")" and by inserting in lieu
thereof "One Million Eight Hundred Seventy Three Thousand One Hundred Fifty Two
Dollars ($1,873,152) (the "Inventory Threshold")". 


       
Section
2.11       
Amendment of Section 8.4.  Section 8.4 of the Purchase
and Sale Agreement is hereby amended and restated in its entirety as follows:

        "(a)      All of Purchaser's Required Regulatory Approvals,
other than those described in clause (b) of the definition thereof and Item 6
and Item 7 of Part I of Schedule 1.1H, and all of Purchaser's
Required Consents shall have been obtained and shall not have been granted
subject to or containing any terms or conditions not satisfactory to Purchaser
in its sole discretion.

 

	
    
    NYI-2147061v23   	   4	
     Amendment No. 3 to Purchase and Sale
    Agreement




 



        (b)        All of Purchaser's Required Regulatory Approvals
described in clause (b) of the definition thereof shall have been obtained and
shall not have been granted subject to or containing any terms or conditions
not satisfactory to Purchaser, in its sole discretion, or Purchaser and each of
the Participating Entergy Operating Companies shall have obtained such other
regulatory treatment as shall be acceptable to them in their sole discretion.

        (c)        All of Purchaser's Required Regulatory Approvals
described in each of Item 6 and Item 7 of Part I of Schedule 1.1H
shall have been obtained and shall not have been granted subject to or
containing any terms or conditions not reasonably satisfactory to Purchaser.

        (d)        All of Seller's Required Regulatory Approvals,
other than those described in Item 1 of Schedule 1.1K, and
Seller's Required Consents shall have been made or obtained and shall be in
such forms as could not reasonably be expected to (i) materially impair the
authority, right or ability of Purchaser to consummate the Transactions or of
Purchaser or any Participating Entergy Operating Company to consummate the Participating
Entergy Operating Company Transactions, (ii) have a material adverse effect on
the business, assets, properties, financial condition, results of operations or
prospects of the Business, Purchaser or any Participating Entergy Operating
Company, (iii) require any modification to this Agreement, any Ancillary
Agreement, the Transactions or the Participating Entergy Operating Company
Transactions, or (iv) impose any restrictions upon Purchaser's ownership or
operation of the Purchased Assets or Purchaser's or any Participating Entergy
Operating Company's ownership of their respective assets or operation of their
respective businesses.

        (e)        Such Seller's Required Regulatory Approvals
described in Item 1 of Schedule 1.1K shall have been obtained and
shall not have been granted subject to or containing any terms or conditions
not reasonably satisfactory to Purchaser."

       
Section 2.12       
Amendment of Section 8.19.  Section 8.19 of the
Purchase and Sale Agreement is hereby amended and restated in its entirety as
follows:  

        "Section 8.19.
Entry of Orders by Bankruptcy
Court.  The Bankruptcy Court shall have entered each of the Approval Order
and the Supplemental Order, and each of the Approval Order and the Supplemental
Order shall have become a Final Order and shall not then be vacated, stayed, or
reversed, or modified, amended, or supplemented in any manner adverse in any
material respect to Purchaser in its reasonable opinion."

       
Section
2.13       
Addition of Section 8.23.  Article 8 of the Purchase
and Sale Agreement is hereby amended by adding the following as Section 8.23:

        "Section 8.23  Termination of Pre-Closing Interconnection
Agreement, Interconnection and Service Charge Agreement, Interconnection 


 

	
    
    NYI-2147061v23   	   5	
     Amendment No. 3 to Purchase and Sale
    Agreement



 




Agreement and Interconnection
Facilities Maintenance Agreement.  Each of the Termination of Pre-Closing
Interconnection Agreement, Interconnection and Service Charge Agreement,
Interconnection Agreement and Interconnection Facilities Maintenance Agreement
shall be in full force and effect."

       
Section 2.14       
Amendment of Section 9.9.  Section 9.9 of the Purchase
and Sale Agreement is hereby amended and restated in its entirety as follows: 


        "Section 9.9.  
Entry of Orders by Bankruptcy
Court.  The Bankruptcy Court shall have entered each of the Approval Order
and the Supplemental Order, and each of the Approval Order and the Supplemental
Order shall have become a Final Order and shall not then be vacated, stayed, or
reversed, or modified, amended, or supplemented in any manner adverse in any
material respect to Seller in its reasonable opinion."

       
Section
2.15       
Addition of Section 9.11.  Article 9 of the Purchase
and Sale Agreement is hereby amended by adding the following as Section 9.11:

        "Section 9.11  Termination of Pre-Closing Interconnection
Agreement, Interconnection and Service Charge Agreement, Interconnection
Agreement and Interconnection Facilities Maintenance Agreement.  Each of
the Termination of Pre-Closing Interconnection Agreement, Interconnection and
Service Charge Agreement, Interconnection Agreement and Interconnection
Facilities Maintenance Agreement shall be in full force and effect."

       
Section 2.16       
Amendment of Section 10.1(c)(iii).  Section 10.1(c)(iii)
of the Purchase and Sale Agreement is hereby amended and restated in its
entirety as follows:

"(iii)      if the conditions of the terminating Party for
the Closing have not been fulfilled or waived on or before December 31, 2005
(the "Termination Date");"

       
Section
2.17       
Amendment of Sections 10.1(d), 10.1(e), 10.1(f), 10.1(g) and
10.1(h).  Each of Sections 10.1(d), 10.1(e), 10.1(f),
10.1(g),
and 10.1(h) of the Purchase and Sale Agreement is hereby amended and
restated in its entirety as follows:

        "(d)      By Purchaser upon written notice to Seller at any
time prior to the Closing if any of Purchaser's Required Regulatory Approvals,
other than those described in clause (b) of the definition of Purchaser's
Required Regulatory Approvals and Item 6 and Item 7 of Part I of Schedule
1.1H, shall have been finally denied or shall have been granted subject
to or containing any terms or conditions not satisfactory to Purchaser in its
sole discretion;

        (e)        By Purchaser upon written notice to Seller at any
time prior to the Closing (i) if any of Purchaser's Required Regulatory
Approvals described in clause (b) of the definition of Purchaser's Required
Regulatory Approvals shall

 

	
    
    NYI-2147061v23   	   6	
     Amendment No. 3 to Purchase and Sale
    Agreement



 



have been finally denied or granted
subject to or containing any terms or conditions not satisfactory to Purchaser
and the Participating Entergy Operating Companies, in their sole discretion,
and Purchaser or any of the relevant Participating Entergy Operating Companies
shall not have been granted such other regulatory treatment as shall be
acceptable to it in its sole and absolute discretion or (ii) if any of Purchaser's
Required Regulatory Approvals described in Item 7 of Part I of Schedule
1.1H shall have been finally denied or shall have been granted subject
to or containing any terms or conditions not reasonably satisfactory to
Purchaser;

        (f)         By Purchaser upon written notice to Seller at
any time prior to the Closing (i) if any of Seller's Required Regulatory
Approvals, other than those described in Item 1 of Schedule 1.1K,
shall have been finally denied or shall have been granted in such form(s) as
could reasonably be expected to have a Material Adverse Effect on Purchaser or
any of the Participating Entergy Operating Companies or (ii) if Seller's
Required Regulatory Approvals described in Item 1 of Schedule 1.1K
shall have been finally denied or shall have been granted subject to or
containing any terms or conditions not reasonably satisfactory to Purchaser;

        (g)        By Seller upon written notice to Purchaser at any
time prior to the Closing if any of Seller's Required Regulatory Approvals
shall have been finally denied or shall have been granted subject to or
containing any terms or conditions not reasonably satisfactory to Seller; 


        (h)        By Seller upon written notice to Purchaser at any
time prior to the Closing if any of Purchaser's Required Regulatory Approvals,
other than those described in Item 6 of Part I of Schedule 1.1H,
shall have been finally denied or shall have been granted in such form(s) as
could reasonably be expected to have a Material Adverse Effect on Seller;"

       
Section 2.18       
Amendment of Section 10.3(a).  Section 10.3(a) of the
Purchase and Sale Agreement is hereby amended by inserting the following at the
end of the first sentence thereof:

        "provided,
however, that notwithstanding the
foregoing, Seller shall not be obligated to pay such Liquidated Damages to the
extent that the right to terminate this Agreement in accordance with Section
10.1(j), Section 10.1(k), Section 10.1(l), Section 10.1(m),
Section 10.1(o) or Section 10.1(n) arose solely as a result of
Purchaser failing to make any election to extend the Delivery Term (as defined
in the Interim Power Purchase Agreement) in accordance with Section 2.1 of the
Interim Power Purchase Agreement; provided further, however,
that the foregoing proviso shall not apply if any request for approval from the
Louisiana Public Service Commission in connection with any extension of the
Delivery Term shall have been denied or granted subject to or containing any
terms or conditions not satisfactory to Purchaser in its sole discretion, or
Purchaser shall 

 

	
    
    NYI-2147061v23   	   7	
     Amendment No. 3 to Purchase and Sale
    Agreement




 



not have been granted such other
regulatory treatment as shall be acceptable to it in its sole and absolute
discretion"

       
Section 2.19       
Addition of Exhibit K.  Exhibit K (Form of Transmission
Line and Access Servitude Agreement), attached hereto, is hereby added as Exhibit
K to the Purchase and Sale Agreement, which shall be further amended as
required to reflect the Interconnection Facilities Survey upon (x) delivery of
such modified Exhibit K from Purchaser to Seller promptly after execution
of this Amendment and (y) attachment of such modified Exhibit K hereto
and to the Purchase and Sale Agreement within forty five (45) after such
delivery in form and substance reasonably satisfactory to each of Seller and
Purchaser.

       
Section
2.20       
Addition of Other Exhibits.  The following Exhibits, attached
hereto, are hereby added as Exhibits to the Purchase and Sale Agreement:

	
    Exhibit L
	
    Form of Termination of
  Pre-Closing Interconnection Agreement

	
    Exhibit M
	
    Form of Interconnection and
  Service Charge Agreement

	
    Exhibit N
	
    Form of Interconnection
  Agreement

	
    Exhibit O
	
    Form of Interconnection
  Facilities Maintenance Agreement

	
    Exhibit P
	
    Disclaimer Order

	
    Exhibit Q
	
    Form of Supplemental Order

    


       
Section 2.21       
Amendment of Schedule 1.1A.  Schedule 1.1A (Cap Ex/O&M
Budget; Form of Monthly Financial Report) to the Purchase and Sale
Agreement is hereby amended and replaced in its entirety with the attached Schedule
1.1A.  

       
Section 2.22       
Amendment of Schedule 1.1E.  Schedule 1.1E (Certain
Permitted Encumbrances) to the Purchase and Sale Agreement shall be amended
and replaced in its entirety as required to reflect the Interconnection
Facilities Survey upon (x) delivery of such modified Schedule 1.1E from
Purchaser to Seller promptly after execution of this Amendment and (y)
attachment of such modified Schedule 1.1E hereto and to the Purchase and
Sale Agreement within forty five (45) days after such delivery in form and
substance reasonably satisfactory to each of Seller and Purchaser.

       
Section 2.23       
Amendment of Schedule 1.1F.  Schedule 1.1F (Preliminary
Title Commitment) to the Purchase and Sale Agreement shall be amended and
replaced in its entirety as required to reflect the Interconnection Facilities
Survey upon (x) delivery of such modified Schedule 1.1F from Purchaser
to Seller promptly after execution of this Amendment and (y) attachment of such
modified Schedule 1.1F hereto and to the Purchase and Sale Agreement
within forty five (45) after such delivery in form and substance reasonably
satisfactory to each of Seller and Purchaser.

 

	
    
    NYI-2147061v23   	   8	
     Amendment No. 3 to Purchase and Sale
    Agreement



 



       
Section
2.24       
Amendment of Schedule 1.1H.  Schedule 1.1H
(Purchaser's
Required Regulatory Approvals) to the Purchase and Sale Agreement is hereby
amended and replaced in its entirety with the attached Schedule 1.1H. 

       
Section
2.25       
Amendment of Schedule 1.1K.  Schedule 1.1K (Seller's
Required Regulatory Approvals) to the Purchase and Sale Agreement is hereby
amended and replaced in its entirety with the attached Schedule 1.1K. 


       
Section 2.26       
Addition of Schedule 1.1L.  Schedule 1.1L (Interconnection
Facilities), attached hereto, is hereby added as Schedule 1.1L to
the Purchase and Sale Agreement, which shall be further amended as required to
reflect the Interconnection Facilities Survey upon (x) delivery of such
modified Schedule 1.1L from Purchaser to Seller promptly after execution
of this Amendment and (y) attachment of such modified Schedule 1.1L
hereto and to the Purchase and Sale Agreement within forty five (45) after such
delivery in form and substance reasonably satisfactory to each of Seller and
Purchaser.

       
Section 2.27       
Amendment of Schedule 2.1(a).  Schedule 2.1(a) (Owned
Immovable Property) to the Purchase and Sale Agreement shall be amended and
replaced in its entirety as required to reflect the Interconnection Facilities
Survey upon (x) delivery of such modified Schedule 2.1(a) from Purchaser
to Seller promptly after execution of this Amendment and (y) attachment of such
modified Schedule 2.1(a) hereto and to the Purchase and Sale Agreement
within forty five (45) days after such delivery in form and substance
reasonably satisfactory to each of Seller and Purchaser.  

       
Section
2.28       
Amendment of Schedule 2.1(c).  Schedule 2.1(c) (Tangible
Movable Property) to the Purchase and Sale Agreement is hereby amended and
replaced in its entirety with the attached Schedule 2.1(c).  


       
Section
2.29       
Amendment of Schedule 2.1(d).  Schedule 2.1(d) (Purchased
Inventory; Form of Inventory Report) to the Purchase and Sale Agreement is
hereby amended and replaced in its entirety with the attached Schedule
2.1(d).  

       
Section
2.30       
Amendment of Schedule 2.1(f).  Schedule 2.1(f) (Permits)
to the Purchase and Sale Agreement is hereby amended and replaced in its
entirety with the attached Schedule 2.1(f).    

       
Section
2.31       
Amendment of Schedule 2.1(g).  Schedule 2.1(g) (Certain
Books and Records) to the Purchase and Sale Agreement is hereby amended and
replaced in its entirety with the attached Schedule 2.1(g).  


       
Section
2.32       
Amendment of Schedule 3.7.  Schedule 3.7 (Allocation)
to the Purchase and Sale Agreement is hereby amended and replaced in its
entirety with the attached Schedule 3.7.

 

	
    
    NYI-2147061v23   	   9	
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    Agreement




 



ARTICLE 3

EFFECTIVE DATE OF AMENDMENTS; BANKRUPTCY ACTIONS


        
Section 3.1           
Effective Date of Amendments.  (a) 
Except for ARTICLE 1, ARTICLE 3 and ARTICLE 4 of this Amendment, which shall become effective as of the date hereof, this Amendment shall not become effective unless and until
the Bankruptcy Court shall have entered the Supplemental Order, and the
Supplemental Order shall have become a Final Order and shall not then be
vacated, stayed, or reversed, or modified, amended, or supplemented in any
manner adverse in any material respect to each of Purchaser or Seller in its
reasonable opinion; provided, however, that if (x) the Disclaimer
Order shall not become a Final FERC Order or shall be vacated, stayed, or
reversed, or modified, amended, or supplemented in any manner adverse in any
material respect to Purchaser or Seller in its reasonable opinion or (y) each
of Seller and Purchaser shall not execute and deliver to the other confirmation
that the Parties have mutually agreed to the attachment of Exhibit K, Schedule
1.1E, Schedule 1.1F, Schedule 1.1L, and Schedule 2.1(a)
hereto and to the Purchase and Sale Agreement in accordance with Section
2.19 Section 2.22, Section 2.23, Section 2.26, and Section 2.27 of this Amendment, this Amendment shall become effective only with respect to the provisions of
Section 2.1, Section 2.4, Section 2.12, Section 2.14,
Section 2.16, Section 2.18 and Section 2.21 of this Amendment.

                   
(b)              
Commencing on the date hereof, each Party shall use its Commercially
Reasonable Efforts to take, or cause to be taken, all appropriate action, and
to do, or cause to be done, and to assist and cooperate with the other Party in
taking or doing, all things necessary, proper or advisable to cause this
Amendment to become effective in its entirety, which shall include without
limitation (i) using Commercially Reasonable Efforts to obtain reconsideration
and reversal by the Louisiana Public Service Commission or any Governmental
Authority with applicable jurisdiction within sixty (60) days if any request
for approval from the Louisiana Public Service Commission in connection with
any extension of the Delivery Term (as defined in the Interim Power Purchase
Agreement) shall have been denied or granted subject to or containing any terms
or conditions not satisfactory to Purchaser in its sole discretion or Purchaser
shall not have been granted such other regulatory treatment as shall be
acceptable to it in its sole and absolute discretion and (ii) designating a
senior executive officer upon notice from either Party to meet at least one (1)
Business Day to review and negotiate in good faith all appropriate action
necessary, proper or advisable to cause this Amendment to become effective in
its entirety.

       
Section 3.2           
Bankruptcy Actions.  (a)   
No later than ten (10) Business Days after the execution of this Amendment,
Seller shall file with the Bankruptcy Court a motion, in form and substance
reasonably satisfactory to Purchaser (the "Supplemental Motion"),
seeking, among other things, entry of an order that approves and incorporates
the terms of this Amendment, which order shall be in substantially the form of
Exhibit
Q (the "Supplemental Order").  Seller shall use Commercially
Reasonable Efforts to have the Bankruptcy Court enter the Supplemental Order as
soon as practicable and not vacate, stay, amend, reverse, supplement, or modify
such Supplemental Order.  Seller shall not withdraw the Supplemental Motion or
seek to revoke, modify, or supplement the Supplemental Motion or the
Supplemental Order without the prior 

 

	
    
    NYI-2147061v23   	   10	
     Amendment No. 3 to Purchase and Sale
    Agreement




 


written consent of Purchaser. 
Furthermore, Seller shall use Commercially Reasonable Efforts to obtain any
other approvals or consents from the Bankruptcy Court that may be reasonably
necessary to effect this Amendment.

                    (b)              
Purchaser shall use its Commercially Reasonable Efforts to assist Seller
in obtaining the Supplemental Order, including providing testimony as required
at any hearing before the Bankruptcy Court.

                    (c)               
Seller shall promptly provide Purchaser with drafts of all documents,
motions, orders, filings, or pleadings that Seller or any Affiliate thereof
proposes to file with the Bankruptcy Court or any other court or tribunal which
relate in any direct manner to (i) this Amendment; (ii) the Supplemental
Motion; or (iii) entry of the Supplemental Order, and will provide Purchaser
with a reasonable opportunity to review such documents in advance of their
service and filing.  Seller shall consult and cooperate with Purchaser, and
consider in good faith the views of Purchaser, with respect to all such
filings.

                    (d)              
As used in this Amendment, 

                        (i)                 
"Disclaimer Order" means an order of FERC disclaiming
jurisdiction over the disposition of the Purchased Assets from Seller to
Purchaser under the Federal Power Act, a true and correct copy of which is
attached as Exhibit P hereto; and 

                        (ii)               
"Final FERC Order" means an order of FERC:  (a) as to which no
filing, intervention, appeal or notice of appeal (i) to amend or make
additional findings of fact, (ii) to alter or amend the requested relief to
which such order relates, or (iii) to request rehearing, reconsideration or
application for review of the requested relief to which such order relates, or
other similar filing, intervention, appeal or notice of appeal shall have been
filed within the time for appeal or notice of appeal (collectively, a " Specified
Challenge"), or, if there has been a Specified Challenge, it has been
disposed of in a manner that upholds and affirms the requested relief to which
such order relates in all respects without the possibility for any further
appeal therefrom; and (b) as to which the time for instituting or filing an
appeal shall have expired.

                   
(e)               
To the extent that the Supplemental Order shall become vacated, stayed,
or reversed, or supplemented, amended, or modified in any manner adverse in any
material respect to Purchaser in its reasonable opinion and such vacation,
stay, reversal, supplement, amendment or modification, as the case may be,
shall not be cured to the reasonable satisfaction of Purchaser within ten (10)
Business Days after the occurrence thereof, this Amendment may be
terminated by Purchaser upon five (5) Business Days notice to Seller and
neither Party shall have any liability to the other Party with respect to this
Amendment except for any breach of the provisions of Section 3.1(b) or Section 3.2 prior to such termination.

 

	
    
    NYI-2147061v23   	   11	
     Amendment No. 3 to Purchase and Sale
    Agreement



 




ARTICLE 4

MISCELLANEOUS

       
Section
4.1           
No Other Amendments.  Except as expressly amended hereby, the
Purchase and Sale Agreement shall remain unmodified and in full force and
effect.

       
Section
4.2           
General Provisions Incorporated.  The provisions of Article
11 of the Purchase and Sale Agreement are incorporated herein, mutatis
mutandis.

 

 

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    NYI-2147061v23   	  12	
     Amendment No. 3 to Purchase and Sale
    Agreement



 





            IN WITNESS
WHEREOF, the Parties hereto have caused this Amendment to be executed by
their duly authorized representatives as of the date first set forth above.

	
     
	PERRYVILLE ENERGY PARTNERS, L.L.C.

 
	
     
	By       /s/ William G. Fontenot                                   
    
         Name:  William
    G. Fontenot
         Title: 
    Manager

 
	
     
	ENTERGY LOUISIANA, INC.

 
	
     
	By       /s/ E. Renae Conley                                        
     
         Name: E Renae
    Conley
         Title: 
    President and Chief Executive Officer


                                                                                                     

 

	 	 	
     Amendment No. 3 to Purchase and Sale
    Agreement