CREDIT AGREEMENT Dated as of March 9, 2012 Among ENTERGY TEXAS, INC. as Borrower THE BANKS NAMED HEREIN as Banks CITIBANK, N.A. as Administrative Agent and LC Issuing Bank JPMORGAN CHASE BANK, N.A. WELLS FARGO BANK, NATIONAL ASSOCIATION MIZUHO...Credit Agreement • March 14th, 2012 • Entergy Texas, Inc. • Electric services • New York
CREDIT AGREEMENT, dated as of March 9, 2012, among ENTERGY TEXAS, INC., a Texas corporation (the “Borrower”), the banks and other financial institutions (the “Banks”) listed on the signature pages hereof, Citibank, N.A. (“Citibank”), as administrative agent (the “Administrative Agent”) for the Lenders (as defined below) hereunder and as LC Issuing Bank (as defined below), JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association, Mizuho Corporate Bank, Ltd., The Bank of Nova Scotia, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Union Bank, N.A., as LC Issuing Banks, and the other LC Issuing Banks parties hereto from time to time.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY TEXAS RESTORATION FUNDING II, LLC Dated as of ___, 2022Limited Liability Company Agreement • March 28th, 2022 • Entergy Texas, Inc. • Electric services • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of ___, 2022 (as it may be amended, supplemented or otherwise modified and in effect from time to time, this “Agreement”), of ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company having its principal office at 919 Congress Avenue, Suite 840-C, Austin, Texas 78701 (the “Company”), made and entered into by ENTERGY TEXAS, INC., a Texas corporation (“ETI” and, together with any additional or successor members of the Company, each in their capacity as a member of the Company, other than Special Members, the “Member”).
Amendment To Service AgreementService Agreement • February 28th, 2012 • Entergy Texas, Inc. • Electric services
The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of July 16, 1974, and as heretofore amended on April 27, 1984, August 1, 1988 (effective January 1, 1989), January 1, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002, January 1, 2003, August 1, 2003, January 1, 2004, March 1, 2004, January 1, 2008, and June 1, 2009 be and the same hereby is further amended by substituting for the Supplement to Exhibit II to the SERVICE AGREEMENT, the attached revised Supplement to Exhibit II. This Amendment is made and entered into as of January 1, 2011.
Entergy Texas, Inc. $[___],000,000 Mortgage Bonds, [___]% Series due [________], 20[__] UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2008 • Entergy Texas, Inc. • Electric services • New York
The undersigned, Entergy Texas, Inc., a Texas corporation (the "Company"), proposes to issue and sell to the several underwriters set forth in Schedule I attached hereto (the "Underwriters," which term, when the context permits, shall also include any underwriters substituted as hereinafter in Section 11 provided), for whom [ ] and [ ] are acting as representatives (the "Representatives"), an aggregate of $[__],000,000 principal amount of the Company's Mortgage Bonds, [___]% Series due [________], 20[__] (the "Bonds"), in accordance with the terms set forth in this Underwriting Agreement (this "Underwriting Agreement"), as follows:
ADMINISTRATION AGREEMENTAdministration Agreement • April 7th, 2022 • Entergy Texas, Inc. • Electric services • Texas
This ADMINISTRATION AGREEMENT, dated as of April 1, 2022 (this “Administration Agreement”), is entered into by and between ENTERGY TEXAS, INC. (“ETI”), as administrator (in such capacity, the “Administrator”), and ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company (the “Issuer”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in Appendix A to the Indenture (as defined below).
TRANSITION PROPERTY SERVICING AGREEMENT by and between ENTERGY TEXAS RESTORATION FUNDING II, LLC, as Issuer and ENTERGY TEXAS, INC., as Servicer Dated as of April 1, 2022Transition Property Servicing Agreement • April 7th, 2022 • Entergy Texas, Inc. • Electric services • Texas
This TRANSITION PROPERTY SERVICING AGREEMENT (this “Agreement”), dated as of April 1, 2022, is between ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company, as issuer (the “Issuer”), and ENTERGY TEXAS, INC. (“ETI”), a Texas corporation, as servicer (the “Servicer”).
TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT by and between ENTERGY TEXAS RESTORATION FUNDING II, LLC, Issuer and ENTERGY TEXAS, INC., Seller Dated as of April 1, 2022Transition Property Purchase and Sale Agreement • April 7th, 2022 • Entergy Texas, Inc. • Electric services • Texas
This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of April 1, 2022, is between Entergy Texas Restoration Funding II, LLC, a Delaware limited liability company (the “Issuer”), and Entergy Texas, Inc., a Texas corporation (together with its successors in interest to the extent permitted hereunder, the “Seller”).
ENTERGY TEXAS RESTORATION FUNDING II, LLC, Issuer, and THE BANK OF NEW YORK MELLON, Indenture Trustee and Securities Intermediary INDENTURE Dated as of April 1, 2022Indenture • April 7th, 2022 • Entergy Texas, Inc. • Electric services • Texas
This INDENTURE dated as of April 1, 2022, by and between ENTERGY TEXAS RESTORATION FUNDING II, LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties (as defined herein) and in its separate capacity as a securities intermediary (the “Securities Intermediary”).
AMENDMENT Dated as of October 17, 2017Entergy Texas, Inc. • November 3rd, 2017 • Electric services • New York
Entergy Texas, Inc. 1,400,000 SharesUnderwriting Agreement • September 10th, 2019 • Entergy Texas, Inc. • Electric services • New York
The undersigned, Entergy Texas, Inc., a Texas corporation (the “Company”), proposes to issue and sell to Morgan Stanley & Co. LLC (the “Underwriter”) an aggregate of 1,400,000 shares of the Company’s 5.375% Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share) (the “Stock”), in accordance with the terms set forth in this Underwriting Agreement (this “Underwriting Agreement”).
EXTENSION AGREEMENT August 7, 2017Extension Agreement • November 3rd, 2017 • Entergy Texas, Inc. • Electric services • New York
SERVICE AGREEMENTService Agreement • March 14th, 2008 • Entergy Texas, Inc.
THIS AGREEMENT, made and entered into by and between Entergy Services, Inc. (hereinafter referred to as Services) a corporation organized under the laws of the State of Delaware, and Entergy Texas, Inc. (hereinafter referred to as Client Company) a corporation organized under the laws of the State of Texas with its principal place of business at 350 Pine Street, Beaumont, Texas 77701.
SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY HOLDINGS COMPANY LLC Dated as of July 22, 2010 DEFINED TERMSLimited Liability Company Agreement • August 6th, 2010 • Entergy Texas, Inc. • Electric services • Delaware
This Second Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC (the “Company”) is dated effective as of July 22, 2010 among Entergy International LTD LLC (“EIL”), Entergy Gulf States Louisiana, L.L.C. (“EGSL”), Entergy Louisiana, LLC (“ELL”), Entergy Nuclear Generation Company (“ENGC”), Entergy Nuclear New York Investment Company I (“ENNY”), Entergy Nuclear Midwest Investment Company, LLC (“ENMIC”), Entergy Nuclear Holding Company #3, LLC (“ENHC #3”), Entergy Nuclear Vermont Investment Company, LLC (“ENVIC”), and any other Persons who become Members of the Company in accordance with the provisions hereof and whose names are set forth as Members on Schedule A hereto.
From: Jennifer Raeder Subject: 2013 Restricted Share Agreement (“Agreement”) – Under the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Effective for Grants and Elections On or After May 6, 2011)Entergy Texas, Inc. • February 27th, 2013 • Electric services • Delaware
THIRTY-SEVENTH ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENTConsent and Agreement • February 27th, 2013 • Entergy Texas, Inc. • Electric services • New York
This Thirty-seventh Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as “this Assignment”), dated as of September 1, 2012, is made by and among System Energy Resources, Inc. (the “Company”), Entergy Arkansas, Inc., (“Entergy Arkansas”) (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company (“Ark-Mo”)), Entergy Louisiana, LLC (“Entergy Louisiana”), Entergy Mississippi, Inc. (“Entergy Mississippi”), and Entergy New Orleans, Inc. (“Entergy New Orleans”) (hereinafter Entergy Arkansas, Entergy Louisiana, Entergy Mississippi and Entergy New Orleans are called individually a “System Operating Company” and collectively, the “System Operating Companies”) and The Bank of New York Mellon (successor to United States Trust Company of New York), as trustee (the “Trustee”).
Entergy Texas Restoration Funding II, LLC Entergy Texas, Inc. $[290,470,000] Senior Secured System Restoration Bonds, Series 2022-A UNDERWRITING AGREEMENTUnderwriting Agreement • March 7th, 2022 • Entergy Texas, Inc. • Electric services • New York
ContractSupplemental Indenture • May 7th, 2010 • Entergy Texas, Inc. • Electric services • New York
From: Kevin Gardner Subject: 2012 Stock Option Agreement – Under the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporations and Subsidiaries (Effective for Grants and Elections On or After May 6, 2011)Entergy Texas, Inc. • February 28th, 2012 • Electric services • Delaware
FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST AND SECURITY AGREEMENT ENTERGY TEXAS, INC.Trust and Security Agreement • June 27th, 2008 • Entergy Texas, Inc. • Electric services
THIS FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST AND SECURITY AGREEMENT (this "Amendment") is made to be effective as of the 20th day of March, 2008, by Entergy Texas, Inc., a Texas corporation ("Mortgagor"), Mark G. Otts ("Trustee"), and Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company, successor by merger to Entergy Gulf States Louisiana, Inc. (formerly known as Entergy Gulf States, Inc.), a Texas corporation ("Mortgagee").
EMPLOYEE MATTERS AGREEMENT by and among ENTERGY CORPORATION, MID SOUTH TRANSCO LLC and ITC HOLDINGS CORP. dated as of December 4, 2011Employee Matters Agreement • December 6th, 2011 • Entergy Texas, Inc. • Electric services • Delaware
This Employee Matters Agreement (this “Agreement”) is dated as of December 4, 2011 among Entergy Corporation, a Delaware corporation (“Entergy”), Mid South TransCo LLC, a Delaware limited liability company and presently a wholly owned Subsidiary of Entergy (“TransCo”), and ITC Holdings Corp., a Michigan corporation (“ITC”). Each of Entergy, TransCo and ITC is herein referred to as a “Party” and together, as “Parties”.
THIRTY-SEVENTH SUPPLEMENTARY CAPITAL FUNDS AGREEMENT AND ASSIGNMENTFunds Agreement • February 27th, 2013 • Entergy Texas, Inc. • Electric services • New York
This Thirty-seventh Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as “this Agreement”) dated as of September 1, 2012, is made by and among Entergy Corporation (“Entergy”), System Energy Resources, Inc. (the “Company”) and The Bank of New York Mellon (successor to United States Trust Company of New York), as trustee (the “Trustee”).
INSTRUMENT OF CORRECTIONEntergy Texas, Inc. • June 27th, 2008 • Electric services
This Instrument of Correction is entered into by Entergy Texas, Inc. ("ETI") and Entergy Gulf States Louisiana, L.L.C. ("EGSL") to correct a mutual mistake in the Debt Assumption Agreement entered into by ETI and the predecessor to EGSL on December 31, 2007 ("DAA"). All initially capitalized terms used herein that are not defined herein shall have the meaning specified in the DAA.
SERIES SUPPLEMENTSeries Supplement • April 7th, 2022 • Entergy Texas, Inc. • Electric services • Texas
This SERIES SUPPLEMENT dated as of April 1, 2022 (this “Supplement”), by and between ENTERGY TEXAS RESTORATION FUNDING II, LLC, a limited liability company created under the laws of the State of Delaware (the “Issuer”), and THE BANK OF NEW YORK., a New York banking corporation (“BNYM”), in its capacity as indenture trustee (the “Indenture Trustee”) for the benefit of the Secured Parties under the Indenture dated as of April 1 , 2022 by and between the Issuer and BNYM, in its capacity as Indenture Trustee and in its separate capacity as securities intermediary (the “Indenture”).
ASSUMPTION AGREEMENTAssumption Agreement • June 27th, 2008 • Entergy Texas, Inc. • Electric services • New York
This Assumption Agreement ("Agreement") is made as of this 30th day of May, 2008, by and among Entergy Texas, Inc., a Texas corporation (the "New Borrower"), Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (the "Continuing Borrower"), and Citibank, N.A., as administrative agent (the "Administrative Agent") for the Lenders and the LC Issuing Banks under the Credit Agreement (as such term is hereinafter defined). Terms defined in the Credit Agreement are used herein with the same meaning.
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • February 28th, 2011 • Entergy Texas, Inc. • Electric services
THIS INSTRUMENT, effective December 30, 2010, by and between Entergy Corporation, a Delaware corporation (“Company”) and Leo P. Denault (“Executive”), hereby constitutes an amendment to the Retention Agreement entered into by and between the Company and Executive and effective on August 3, 2006 (“Agreement”). Except as otherwise provided herein, the Agreement and any prior amendments thereto shall remain in full force and effect in accordance with their original terms and conditions.
Subject: 2011-2013 Performance Unit Agreement — Under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Effective for Grants and Elections On or After January 1, 2007)Entergy Texas, Inc. • February 28th, 2011 • Electric services • Delaware
As Trustee under Entergy Louisiana, LLC’s Mortgage and Deed of TrustSupplemental Indenture and Mortgage • August 8th, 2011 • Entergy Texas, Inc. • Electric services • Louisiana
Indenture, dated as of April 30, 2011, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter sometimes called the “Company”), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the “Louisiana Company”), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the “Florida Company”), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to THE CHASE NATIONAL BANK OF THE CITY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called “Trustee”), as Trustee under the Mortgage and Deed of Trust, dated as of April 1, 1944 (hereinafter called the “Mortgage”), which Mortgage was execu
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • February 28th, 2011 • Entergy Texas, Inc. • Electric services
THIS INSTRUMENT, effective December 30, 2010, by and between Entergy Corporation, a Delaware corporation (“Company”) and J. Wayne Leonard (“Executive”), hereby constitutes an amendment to the Retention Agreement entered into by and between the Company and Executive on November 21, 2000 and effective on October 27, 2000 (“Agreement”). Except as otherwise provided herein, the Agreement and any prior amendments thereto shall remain in full force and effect in accordance with their original terms and conditions.
Subject: 2012-2014 Performance Unit Agreement — Under the 2011 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and SubsidiariesEntergy Texas, Inc. • February 28th, 2012 • Electric services • Delaware
FIFTH AMENDMENT TO THE ENTERGY CORPORATION AND SUBSIDIARYCOMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENTTax Allocation Agreement • February 26th, 2010 • Entergy Texas, Inc. • Electric services
This Fifth Amendment (the “Fifth Amendment”) to the Entergy Corporation and Subsidiary Companies Intercompany Income Tax Allocation Agreement (the “Tax Agreement”) is effective for all taxable years after December 31, 2007, and is made by Entergy Corporation (“ETR”) and each entity that is included in the federal income tax return of Entergy Corporation and Subsidiary Companies (collectively, the “Entergy System”).
FOURTH AMENDMENT AND CONSENT, dated as of April 15, 2010, to LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of December 22, 2003, as amended, AMONG SYSTEM ENERGY RESOURCES, INC., UNION BANK, N.A. (formerly known as Union Bank of California,...Letter of Credit and Reimbursement Agreement • May 7th, 2010 • Entergy Texas, Inc. • Electric services • New York
This FOURTH AMENDMENT AND CONSENT, dated as of April 15, 2010 (this “Amendment”), is made by and among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the “Company”), UNION BANK, N.A. (formerly known as Union Bank of California, N.A.), as Administrating Bank and as Funding Bank under the Existing Agreement (as defined below), and the banks listed on the signature pages of this Amendment as “Participating Banks” (such banks, together with their respective permitted assignees from time to time, being referred to herein, collectively, as the “Participating Banks”).
ENTERGY LOUISIANA, LLC (successor to Entergy Louisiana, Inc.) TO THE BANK OF NEW YORK MELLON (formerly The Bank of New York) (successor to Harris Trust Company of New York) AND STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin) As Trustees under...Sixty-Sixth Supplemental Indenture • February 26th, 2010 • Entergy Texas, Inc. • Electric services
Indenture, dated as of November 1, 2009, between ENTERGY LOUISIANA, LLC, a limited liability company of the State of Texas (hereinafter sometimes called the “Company”), successor to ENTERGY LOUISIANA, INC., a corporation of the State of Louisiana converted to a corporation of the State of Texas on December 31, 2005 (hereinafter sometimes called the “Louisiana Company”), which was the successor by merger to LOUISIANA POWER & LIGHT COMPANY, a corporation of the State of Florida (hereinafter sometimes called the “Florida Company”), whose post office address is 446 North Boulevard, Baton Rouge, Louisiana 70802, and THE BANK OF NEW YORK MELLON, a New York banking corporation (successor to HARRIS TRUST COMPANY OF NEW YORK) whose principal office is located at 101 Barclay Street, New York, New York 10286 (hereinafter sometimes called “Trustee”), and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose address is 63 Euclid Avenue, Massapequa, New York 11758 (said Stephen J. Giurlando
AMENDMENT TO RETENTION AGREEMENTRetention Agreement • February 26th, 2010 • Entergy Texas, Inc. • Electric services • Delaware
THIS INSTRUMENT, effective January 1, 2010, by and between Entergy Corporation, a Delaware corporation (“Company”) and J. Wayne Leonard (“Executive”), hereby constitutes an amendment to the Retention Agreement entered into by and between the Company and Executive on November 21, 2000 and effective on October 27, 2000 (“Agreement”). Except as otherwise provided herein, the Agreement and any prior amendments thereto shall remain in full force and effect in accordance with their original terms and conditions.
December 16 , 2009 Richard J. Smith New Orleans, LA 70131 RE: Retention Agreement if the Spin Transaction Does Not Occur Dear Rick:Entergy Texas, Inc. • February 26th, 2010 • Electric services
Further to our discussions, in the event the Spin Transaction does not occur, Entergy Corporation desires your continued leadership to ensure appropriate and efficient closure of the spin efforts, among other things. Accordingly, this letter agreement (“Agreement”) sets forth terms and conditions approved by the Personnel Committee of the Entergy Board of Directors for your continued employment by Entergy Services, Inc. or another subsidiary or affiliate of Entergy Corporation (each an “Entergy System Company”) in the event the Spin Transaction does not occur. For purposes of this Agreement, the “Spin Transaction” is defined as a transaction designed to create a publicly traded company legally independent from Entergy Corporation that would own all or any part of Entergy Corporation’s current non-utility nuclear business on terms approved by the Board of Directors of Entergy Corporation.
ConfidentialConfidential • February 27th, 2013 • Entergy Texas, Inc. • Electric services • Delaware
