0000065984-04-000372 Sample Contracts

ENTERGY ARKANSAS, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, Entergy Arkansas, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Thirty Five Million Dollars ($235,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount

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AMENDED AND RESTATED MONEY POOL AGREEMENT
Money Pool Agreement • December 9th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

This Amended and Restated Money Pool Agreement (this "Agreement"), dated as of the 30th day of November, 2004 (the "Effective Date"), by and between Entergy Services, Inc., a Delaware Corporation ("ESI"), Entergy Corporation, a Delaware Corporation ("Entergy"), Entergy Arkansas, Inc., an Arkansas Corporation ("EAI"), Entergy Gulf States, Inc., a Texas Corporation ("EGSI"), Entergy Louisiana, Inc., a Louisiana Corporation ("ELI"), Entergy Mississippi, Inc., a Mississippi Corporation ("EMI"), Entergy New Orleans, Inc., a Louisiana Corporation ("ENOI"), System Entergy Resources, Inc., a Mississippi Corporation ("SERI"), Entergy Operations, Inc., a Mississippi Corporation ("EOI"), and System Fuels, Inc., a Louisiana Corporation ("SFI") (each a "Participant" and, collectively, the "Participants"), amends, restates and supercedes that certain Money Pool Agreement, dated as of the 7th day of August, 2003 among the Participants (the "Original Agreement").

SYSTEM ENERGY RESOURCES, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned System Energy Resources, Inc. (the "Borrower") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Forty Million Dollars ($140,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount

ENTERGY NEW ORLEANS, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, Entergy New Orleans, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Million Dollars ($100,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this

SYSTEM FUELS, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, System Fuels, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Two Hundred Million Dollars ($200,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, o

AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • December 9th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

THIS AMENDMENT NO. 4, made and entered into as of November 30, 2004, to the Loan Agreement, dated as of March 21, 1994 ("Loan Agreement"), between System Fuels, Inc. (hereinafter referred to as "SFI"), a corporation organized under the laws of Louisiana and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

ENTERGY GULF STATES, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, Entergy Gulf States, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Three Hundred Forty Million Dollars ($340,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount

ENTERGY MISSISSIPPI, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, Entergy Mississippi, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of One Hundred Sixty Million Dollars ($160,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of

ENTERGY OPERATIONS, INC. MONEY POOL NOTE
Entergy Corp /De/ • December 9th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, Entergy Operations, Inc. (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of Twenty Million Dollars ($20,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note, o

AMENDMENT NO. 6 TO LOAN AGREEMENT
Loan Agreement • December 9th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

THIS AMENDMENT NO. 6, made and entered into as of November 30, 2004, to the Loan Agreement, dated as of June 6, 1990, as amended ("Loan Agreement"), between Entergy Operations, Inc. (hereinafter referred to as "Entergy Operations"), a corporation organized under the laws of Delaware and having its principal place of business at Echelon One, Jackson, Mississippi, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

AMENDMENT NO. 6 TO LOAN AGREEMENT
Loan Agreement • December 9th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

THIS AMENDMENT NO. 6, made and entered into as of November 30, 2004, to the Loan Agreement, dated as of September 18, 1991, as amended ("Loan Agreement"), between Entergy Services, Inc. (hereinafter referred to as "Services"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

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