AMENDED AND RESTATED TRUST AGREEMENT among ENTERGY GULF STATES, INC., as Depositor and THE BANK OF NEW YORK, as Property Trustee THE BANK OF NEW YORK (DELAWARE), as Delaware Trustee Steven C. McNeal, William J. Regan, Jr. and Frank Williford IV, as...Trust Agreement • February 6th, 1997 • Entergy Gulf States Inc • Electric services • Delaware
3,400,000 Preferred Securities Entergy Gulf States Capital I 8.75% Cumulative Quarterly Income Preferred Securities, Series A ("QUIPS"_) (liquidation preference $25 per preferred security) fully and unconditionally guaranteed, as set forth herein, by...Entergy Gulf States Inc • February 6th, 1997 • Electric services • New York
Exhibit A-14(a) GUARANTEE AGREEMENTGuarantee Agreement • February 6th, 1997 • Entergy Gulf States Inc • Electric services • New York
Exhibit B-9(b) Entergy Gulf States, Inc. $200,000,000 First Mortgage Bonds 5.20% Series due December 3, 2007 PURCHASE AGREEMENTEntergy Gulf States Inc • November 19th, 2002 • Electric services • New York
] First Mortgage Bonds __% Series due [ ]Entergy Gulf States Inc • August 7th, 1998 • Electric services • New York
Exhibit B-11 T r u s t I n d e n t u r e between Parish of West Feliciana, State of Louisiana and First National Bank of Commerce Dated as of [ ] [$ ] Parish of St. West Feliciana, State of Louisiana Pollution Control Revenue Refunding Bonds (Gulf...Gulf States Utilities Co • October 16th, 1995 • Electric services
5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 4 5.1 Organization; Power and Authority. 4 5.2 Disclosure. 4 5.3 [Intentionally omitted]. 5 5.4 Compliance with Other Instruments. 5 5.5 Litigation. 5 5.6 Internal Controls and Disclosure Controls and...Purchase Agreement • October 7th, 2005 • Entergy Gulf States Inc • Electric services • New York
Entergy Gulf States Louisiana, L.L.C. $[ ],000,000 First Mortgage Bonds, [ ]% Series due [ ], 20[ ] UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2008 • Entergy Gulf States Louisiana, LLC • Electric services
The undersigned, Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (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 First Mortgage Bonds, [ ]% Series due [ ], 20[ ] (the "Bonds") in accordance with the terms set forth in this Underwriting Agreement (this "Underwriting Agreement").
Refunding Agreement between Industrial Development Board of the Parish of Calcasieu, Inc. and Entergy Gulf States, Inc. Dated as of May 1, 1998 $22,095,000 Industrial Development Board of the Parish of Calcasieu, Inc. Pollution Control Revenue...Refunding Agreement • January 29th, 1999 • Entergy Gulf States Inc • Electric services • Louisiana
Amendment To Service AgreementService Agreement • March 11th, 2005 • Entergy Gulf States 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 December 31, 1993, and as heretofore amended on January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002, January 1, 2003 and August 1, 2003 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 March 1, 2004.
Registration Rights AgreementRegistration Rights Agreement • September 22nd, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of May 16, 2008 by and among Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company (the "Company"), and the Initial Purchasers (as hereinafter defined).
CREDIT AGREEMENT Dated as May 31, 2002 Among ENTERGY CORPORATION as Borrower THE BANKS NAMED HEREIN as Banks BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH as Administrative Agent BAYERISCHE HYPO- UND VEREINSBANK AG, NEW YORK BRANCH as Arranger...Credit Agreement • March 11th, 2005 • Entergy Gulf States Inc • Electric services • New York
ENTERGY CORPORATION, a Delaware corporation (the "Borrower"), the banks (the "Banks") listed on the signature pages hereof and Bayerische Hypo- und Vereinsbank AG, New York Branch ("HypoVereinsbank"), as administrative agent (the "Administrative Agent") for the Lenders hereunder, agree as follows:
Loan Agreement between Louisiana Public Facilities Authority and Entergy Gulf States Louisiana, L.L.C. Dated as of October 1, 2010 Louisiana Public Facilities Authority Revenue Bonds (Entergy Gulf States Louisiana, L.L.C. Project)Loan Agreement • October 12th, 2010 • Entergy Gulf States Louisiana, LLC • Electric services • Louisiana
This Loan Agreement dated as of October 1, 2010 (together with any amendments or supplements hereto, this “Agreement”) is by and between the Louisiana Public Facilities Authority (as more fully defined in Section 1.1 hereof, the “Issuer”), a public trust and public corporation organized and existing for the benefit of the State of Louisiana (the “State”), and Entergy Gulf States Louisiana, L.L.C., a Louisiana limited liability company, duly qualified to do business in the State (together with any permitted successors or assigns under this Agreement, the “Company”).
ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company) to THE BANK OF NEW YORK MELLON (formerly The Bank of New York) (successor to Harris Trust Company of New York and Bank of Montreal Trust Company) and STEPHEN J. GIURLANDO...Supplemental Indenture • August 7th, 2009 • Entergy Gulf States Louisiana, LLC • Electric services • New York
TWENTY-SIXTH SUPPLEMENTAL INDENTURE, dated as of June 1, 2009, between ENTERGY MISSISSIPPI, INC. (formerly Mississippi Power & Light Company), a corporation of the State of Mississippi, whose post office address is P.O. Box 1640, Jackson, Mississippi 39215-1640 (tel. 601-368-5000) (the “Company”) and THE BANK OF NEW YORK MELLON (successor to Harris Trust Company of New York), a New York banking corporation of the State of New York, whose principal corporate trust office is located at 101 Barclay Street, 8W, New York, New York 10286 (tel. 212-815-2923) and STEPHEN J. GIURLANDO (successor to Mark F. McLaughlin), whose post office address is 63 Euclid Avenue, Massapequa, New York 11758, who is hereby resigning as Co-Trustee effective at the close of business on June 1, 2009, as trustees under the Mortgage and Deed of Trust, dated as of February 1, 1988, executed and delivered by the Company (herein called the “Original Indenture;” the Original Indenture together with any and all indenture
Entergy Gulf States, Inc. $200,000,000 First Mortgage Bonds 5.25% Series due August 1, 2015 PURCHASE AGREEMENTPurchase Agreement • July 28th, 2003 • Entergy Gulf States Inc • Electric services • New York
Banc One Capital Markets, Inc. Morgan Stanley & Co. Incorporated BNY Capital Markets, Inc. Hibernia Southcoast Capital, Inc. The Williams Capital Group, L.P. Tokyo-Mitsubishi International plc
COMPANY AGREEMENT OF ENTERGY LOUISIANA POWER, LLC A TEXAS LIMITED LIABILITY COMPANYCompany Agreement • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services • Texas
This Company Agreement of ENTERGY LOUISIANA POWER, LLC (the “Agreement”) is executed as of July 7, 2015 to be effective as of the date and at such time on which the Certificate of Formation is filed with and accepted by the Texas Secretary of State (the “Effective Date”) among the Board of Directors and the Persons listed on Exhibit A as the Members for the purpose of organizing a Texas limited liability company on the terms and conditions set forth in the Certificate of Formation and in this Agreement.
betweenRefunding Agreement • October 8th, 1999 • Entergy Gulf States Inc • Electric services • Louisiana
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY HOLDINGS COMPANY LLC Dated as of August 6, 2014Limited Liability Company Agreement • August 7th, 2014 • Entergy Gulf States Louisiana, LLC • Electric services • Delaware
This Third Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC (the “Company”) is dated effective as of August 6, 2014 among Entergy International LTD LLC (“EIL”), Entergy Gulf States Louisiana, L.L.C. (“EGSL”), Entergy Louisiana, LLC (“ELL”), Entergy Corporation (“ETR”) and Deutsche Bank AG, London Branch (“DB”) 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.
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 14, 2015Credit Agreement • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services • New York
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 14, 2015, among ENTERGY LOUISIANA, LLC, a Texas limited liability company (“ELL”), ENTERGY GULF STATES LOUISIANA, L.L.C., a Louisiana limited liability company (“EGSL”), as the Borrowers, 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, BNP Paribas, Mizuho Bank, Ltd., The Bank of Nova Scotia and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as LC Issuing Banks, and the other LC Issuing Banks parties hereto from time to time.
DIP CREDIT AGREEMENTDip Credit Agreement • September 28th, 2005 • Entergy Gulf States Inc • Electric services • Louisiana
This DIP CREDIT AGREEMENT (this "Agreement"), dated as of September 26, 2005, is entered into by and between Entergy New Orleans, Inc., a Louisiana corporation, as a debtor-in-possession ("Borrower"), and Entergy Corporation, a Delaware corporation ("Lender").
Entergy Gulf States, Inc. $__________ First Mortgage Bonds, ______% Series due _______________, 20___ UNDERWRITING AGREEMENTEntergy Gulf States Inc • October 23rd, 2003 • Electric services • New York
The undersigned, Entergy Gulf States, Inc., a Texas corporation (the "Company"), proposes to issue, and sell severally to the 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, an aggregate of $___________ principal amount of the Company's First Mortgage Bonds, _____% Series due _____________, ____ (the "Bonds"), as follows:
Among ENTERGY CORPORATION as Borrower THE BANKS NAMED HEREIN as Banks CITIBANK, N.A. as Administrative Agent and LC Issuing Bank ABN AMRO BANK N.V. as LC Issuing Bank and BANK OF NOVA SCOTIA as LC Issuing Bank and the other LC Issuing Banks from time...Credit Agreement • August 8th, 2007 • Entergy Gulf States Inc • Electric services • 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 (as defined below) hereunder and as LC Issuing Bank (as defined below), ABN AMRO Bank N.V., as LC Issuing Bank, and the other LC Issuing Banks parties hereto from time to time, agree as follows:
Among ENTERGY LOUISIANA, LLC as Borrower THE BANKS NAMED HEREIN as Banks CITIBANK, N.A. as Administrative Agent and the LC Issuing Banks from time to time parties hereto BNP PARIBAS and THE ROYAL BANK OF SCOTLAND PLC Co-Lead Arrangers & Book Managers...Credit Agreement • August 8th, 2007 • Entergy Gulf States Inc • Electric services • New York
ENTERGY LOUISIANA, LLC, a Texas limited liability company (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 (as defined below) hereunder and the LC Issuing Banks (as defined below) parties hereto from time to time, agree as follows:
AMENDMENT Dated as of September 21, 2005Entergy Gulf States Inc • September 28th, 2005 • Electric services • New York
Reference is made to the $60,000,000 Amended and Restated Credit Agreement, dated as of June 30, 2005 (the "Credit Agreement"), among Entergy Corporation (the "Borrower"), the lenders parties thereto, and Bayerische Hypo- und Vereinsbank AG, New York Branch, as Administrative Agent ("Administrative Agent"). Capitalized terms used herein and not otherwise defined herein have the meanings given such terms in the Credit Agreement.
PURCHASE AND SALE AGREEMENT by and between CENTRAL MISSISSIPPI GENERATING COMPANY, LLC and ENTERGY MISSISSIPPI, INC., Dated as of March 16, 2005Purchase and Sale Agreement • May 4th, 2005 • Entergy Gulf States Inc • Electric services • New York
THIS PURCHASE AND SALE AGREEMENT, dated as of March 16, 2005, is made and entered into by and between Central Mississippi Generating Company, LLC, a limited liability company organized and existing under the laws of the State of Delaware ("Seller"), and Entergy Mississippi, Inc., a corporation organized and existing under the laws of the State of Mississippi ("Purchaser").
RETENTION AGREEMENTRetention Agreement • August 9th, 2006 • Entergy Gulf States Inc • Electric services • Delaware
THIS AGREEMENT, executed on August 3, 2006, effective as of August 3, 2006, by and between Entergy Corporation, a Delaware corporation ("Company"), and Leo P. Denault ("Executive");
FIRST AMENDMENT TO THE THIRTY-FIFTH ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENTConsent and Agreement • March 11th, 2005 • Entergy Gulf States Inc • Electric services • New York
This First Amendment, dated as of December 17, 2004 (this "Amendment"), to the Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as the "Assignment"), dated as of December 22, 2003, is made by and among System Energy Resources, Inc. (the "Company"), Entergy Arkansas, Inc. ("EAI") (successor in interest to Arkansas Power & Light Company and Arkansas-Missouri Power Company), Entergy Louisiana, Inc. ("ELI"), Entergy Mississippi, Inc. ("EMI"), and Entergy New Orleans, Inc. ("ENOI") (hereinafter EAI, ELI, EMI and ENOI are called individually a "System Operating Company" and collectively, the "System Operating Companies"), and Union Bank of California, N.A., as Administrating Bank (in such capacity, the "Administrating Bank") under the Reimbursement Agreement, dated as of December 22, 2003 (as amended, restated, supplemented or otherwise modified from time to time, the "Reimbursement Agreement"), among the Company, Union Bank of California, N.A
ENTERGY GULF STATES LOUISIANA, L.L.C. (Successor by merger to Entergy Gulf States, Inc., formerly Gulf States Utilities Company) TO THE BANK OF NEW YORK (Successor to JPMorgan Chase Bank, N.A.) as Trustee Seventy-fifth Supplemental Indenture Dated as...Entergy Gulf States Louisiana, LLC • January 7th, 2008 • Electric services
THIS SEVENTY-FIFTH SUPPLEMENTAL INDENTURE, dated as of the 31st day of December, 2007, by and between Entergy Gulf States Louisiana, L.L.C. (successor by merger to Entergy Gulf States, Inc. (formerly Gulf States Utilities Company), a Texas corporation (hereinafter sometimes called the Texas Company)), a limited liability company duly organized and existing under the laws of the State of Louisiana (hereinafter sometimes called the Company), party of the first part, and THE BANK OF NEW YORK (successor to JPMorgan Chase Bank, N. A.), a New York banking corporation and having its corporate trust office in the Borough of Manhattan, City and State of New York, as successor trustee under the Indenture of Mortgage and indentures supplemental thereto hereinafter mentioned (hereinafter sometimes called the Trustee), party of the second part;
Third Amendment To Decommissioning Trust AgreementDecommissioning Trust Agreement • March 11th, 2005 • Entergy Gulf States Inc • Electric services
This THIRD AMENDMENT TO DECOMMISSIONING TRUST AGREEMENT ("Third Amendment") made effective as of the 5th day of March, 1998 by and between Entergy Gulf States, Inc. (the "Company"), and Mellon Bank, N.A. (the "Successor Trustee").
PLAN OF MERGER OF ENTERGY LOUISIANA, LLC AND ENTERGY LOUISIANA POWER, LLCPlan of Merger • October 1st, 2015 • Entergy Gulf States Louisiana, LLC • Electric services
This Plan of Merger (this “Plan”) is entered into September 28, 2015 by and between Entergy Louisiana, LLC, a Texas limited liability company (“ELL”), and Entergy Louisiana Power, LLC, a Texas limited liability company (“ELP”), with respect to the merger contemplated herein (the “Merger”) and certifies and sets forth the following:
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY HOLDINGS COMPANY LLC Dated as of July 29, 2008 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ENTERGY HOLDINGS COMPANY LLCLimited Liability Company Agreement • November 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • Delaware
This Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC (the "Company") is dated effective as of July 29, 2008 among Entergy International LTD LLC ("EIL"), Entergy Louisiana, LLC ("ELL"), 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.
DEBT ASSUMPTION AGREEMENTDebt Assumption Agreement • January 7th, 2008 • Entergy Gulf States Louisiana, LLC • Electric services • New York
THIS DEBT ASSUMPTION AGREEMENT, dated effective as of December 31, 2007, 1:02 p.m. Central Standard Time is between Entergy Texas, Inc., a Texas corporation (hereinafter either called the "Assumption Party" or "ETI") and Entergy Gulf States Louisiana, Inc., a Texas corporation formerly known as Entergy Gulf States, Inc. (hereinafter called "EGSI" or "EGSL").
RESCISSION AGREEMENTRescission Agreement • August 8th, 2007 • Entergy Gulf States Inc • Electric services
This Rescission Agreement ("Rescission Agreement") is entered into by and between Entergy Services, Inc. ("Employer"), a Delaware corporation having its offices in New Orleans, Louisiana, and Richard J. Smith ("Executive"), an individual residing in New Orleans, Louisiana.
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) THE BANK OF NEW YORK...Sixty-Third Supplemental Indenture • March 11th, 2005 • Entergy Gulf States Inc • Electric services
INDENTURE, dated as of January 1, 2005, 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 New York banking corporation, whose post office address is 60 Wall Street, MS NYC 60-2710, New York, New York 10005 (hereinafter sometimes called the "Corporate Trustee"), and STANLEY BURG (successor to Henry A. Theis) (hereinafter sometimes called the "Co-Trustee"), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 32256 and JEFFREY SCHROEDER (successor to Marvin A. Mueller), whose address is 508 Arborwood Drive, Ballwin, Missouri 63021 (said The Bank of New York Trust Company, Nation
RESTRICTED UNIT AGREEMENTRestricted Unit Agreement • August 9th, 2006 • Entergy Gulf States Inc • Electric services • Louisiana
This RESTRICTED UNIT AGREEMENT, by and between Entergy Corporation and J. Wayne Leonard ("Grantee"), shall be effective as of the date approved by the Personnel Committee of the Entergy Corporation Board of Directors, contingent upon execution by the parties. The definitions of capitalized terms used in this Agreement are provided in Section 19, unless otherwise noted.
