0000065984-03-000329 Sample Contracts

CREDIT AGREEMENT Dated as of May 15, 2003 Among ENTERGY CORPORATION as Borrower THE BANKS NAMED HEREIN as Banks CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS INC. as Sole Lead Arranger & Book Manager ABN AMRO BANK N.V., BANK ONE, NA,...
Credit Agreement • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined • New York

ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Citibank, N.A. ("Citibank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree as follows:

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March 31, 2003 Mr. Robert D. Sloan 40 Pembroke Hill Farmington, CT 06032 Dear Bob:
Entergy New Orleans Inc • August 12th, 2003 • Electric & other services combined • Delaware

On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our revised offer to you for the ESI System Officer position of Senior Vice President and General Counsel. The details of employment under this agreement (the "Agreement") are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts you may have received from, or entered into with, Entergy Corporation, ESI, or any other affiliate or subsidiary of Entergy Corporation (collectively, the "Entergy System") prior to the execution of this Agreement, which prior offers, agreements or contracts you acknowledge are without effect.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMONG SYSTEM ENERGY RESOURCES, INC., UNION BANK OF CALIFORNIA, N.A., as Administrating Bank and Funding Bank, AND THE PARTICIPATING BANKS NAMED HEREIN DATED AS OF MARCH 3, 2003
Letter of Credit and Reimbursement Agreement • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined • New York

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of March 3, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time parties to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

CASH COLLATERAL SECURITY AGREEMENT
Cash Collateral Security Agreement • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined • New York

CASH COLLATERAL SECURITY AGREEMENT, dated as of March 3, 2003 (this "Agreement"), made by and among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Pledgor"), to UNION BANK OF CALIFORNIA, N.A. ("Union Bank"), as administrating bank (in such capacity, together with its successors and assigns in such capacity, the "Administrating Bank") for the Funding Bank and the Participating Banks (as such terms are defined below).

ENTERGY ARKANSAS, INC. TO DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York) AND STANLEY BURG (successor to Henry A. Theis) AND (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF...
Sixty-First Supplemental Indenture • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined

INDENTURE, dated as of June 15, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee and the Missouri Co-Trus

ENTERGY ARKANSAS, INC. TO DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York) AND STANLEY BURG (successor to Henry A. Theis) AND (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF...
Registration Rights Agreement • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined

INDENTURE, dated as of June 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 60 Wall Street, MS NYC 60-2515, New York, New York 10005

ENTERGY ARKANSAS, INC. TO DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York) AND STANLEY BURG (successor to Henry A. Theis) AND (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF...
Supplemental Indenture • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined

INDENTURE, dated as of May 1, 2003, between ENTERGY ARKANSAS, INC., a corporation of the State of Arkansas, whose post office address is 425 West Capitol, Little Rock, Arkansas 72201 (hereinafter sometimes called the "Company"), and DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 100 Plaza One, Mail Stop JCY 03-06-04, Jersey City, New Jersey 07311 (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis), and (as to property, real or personal, situated or being in Missouri) BNY TRUST COMPANY OF MISSOURI (successor to Marvin A. Mueller), whose mailing address is 911 Washington Avenue, St. Louis, Missouri 63101 (said Stanley Burg being hereinafter sometimes called the "Co-Trustee", and said BNY Trust Company of Missouri being hereinafter sometimes called the "Missouri Co-Trustee", and the Corporate Trustee, the Co-Trustee and the Missou

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