0000065984-07-000133 Sample Contracts

LIMITED LIABILITY COMPANY AGREEMENT OF Entergy Gulf States Reconstruction Funding I, LLC Dated and Effective as of April 16, 2007
Limited Liability Company Agreement • June 6th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • Delaware
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ADMINISTRATION AGREEMENT
Administration Agreement • June 6th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • Texas

This ADMINISTRATION AGREEMENT, dated as of [_________, 2007] (this "Administration Agreement"), is entered into by and between ENTERGY GULF STATES, INC. ("EGSI"), as administrator (in such capacity, the "Administrator"), and ENTERGY GULF STATES RECONSTRUCTION FUNDING I, 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 GULF STATES RECONSTRUCTION FUNDING I, LLC, Issuer and ENTERGY GULF STATES, INC., Servicer Dated as of [__________, 2007]
Transition Property Servicing Agreement • June 6th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • Texas

This TRANSITION PROPERTY SERVICING AGREEMENT (this "Agreement"), dated as of [_______, 2007], is between ENTERGY GULF STATES RECONSTRUCTION FUNDING I, LLC, a Delaware limited liability company, as issuer (the "Issuer"), and ENTERGY GULF STATES, INC. ("EGSI"), a Texas corporation, as servicer (the "Servicer").

TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT by and between ENTERGY GULF STATES RECONSTRUCTION FUNDING I, LLC, Issuer and ENTERGY GULF STATES, INC., Seller Dated as of __________, 2007
Transition Property Purchase and Sale Agreement • June 6th, 2007 • Entergy Gulf States Reconstruction Funding I, LLC • Asset-backed securities • Texas

This TRANSITION PROPERTY PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of __________, 2007, is between Entergy Gulf States Reconstruction Funding I, LLC, a Delaware limited liability company (the "Issuer"), and Entergy Gulf States, Inc., a Texas corporation (together with its successors in interest to the extent permitted hereunder, the "Seller").

ENTERGY GULF STATES RECONSTRUCTION FUNDING I, LLC ENTERGY GULF STATES, INC. $[___________] SENIOR SECURED TRANSITION BONDS, SERIES A FORM OF UNDERWRITING AGREEMENT
Entergy Gulf States Reconstruction Funding I, LLC • June 6th, 2007 • Asset-backed securities • New York

Entergy Gulf States Reconstruction Funding I, LLC, a Delaware limited liability company (the "Issuer"), proposes, subject to the terms and conditions stated herein, to issue and sell $[___________] aggregate principal amount of its Senior Secured Transition Bonds, Series A (the "Bonds"), identified in Schedule I hereto, to the Underwriters named in Schedule II hereto. The Issuer and Entergy Gulf States, Inc., a Texas corporation and the Issuer's direct parent ("EGSI"), hereby confirm their agreement with the several Underwriters (as defined below) as set forth herein.

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