0000065984-04-000135 Sample Contracts

Amendment To Service Agreement
Service Agreement • March 11th, 2004 • Entergy Corp /De/ • Electric services

The parties hereto do hereby stipulate and agree to that the SERVICE AGREEMENT entered into by and between them under date of April 1, 1963, and as heretofore amended on January 1, 1972, April 27, 1984, August 1, 1988, January 28, 1991, January 1, 1992, January 1, 1996, January 1, 1998, January 1, 1999, January 1, 2000, January 1, 2001, April 1, 2002 and January 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 August 1, 2003.

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CREDIT AGREEMENT Dated as November 24, 2003 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...
Credit Agreement • March 11th, 2004 • Entergy Corp /De/ • 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:

THIRTY-FIFTH ASSIGNMENT OF AVAILABILITY AGREEMENT, CONSENT AND AGREEMENT
Assignment of Availability Agreement • March 11th, 2004 • Entergy Corp /De/ • Electric services • New York

This Thirty-fifth Assignment of Availability Agreement, Consent and Agreement (hereinafter referred to as this "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 ("Ark-Mo")), 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., as Funding Bank (in such capacity, the "Funding Bank"), the

Contract
Entergy Corp /De/ • March 11th, 2004 • Electric services • Delaware

November 14, 2003 Mr. Mark T. Savoff 662 Llagas Vista Drive Morgan Hill, CA 95037 Dear Mark: On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our offer to you for the ESI system officer position of Executive Vice President, Operations. 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.

THIRTY-FIFTH SUPPLEMENTARY CAPITAL FUNDS AGREEMENT AND ASSIGNMENT
Funds Agreement and Assignment • March 11th, 2004 • Entergy Corp /De/ • Electric services • New York

This Thirty-fifth Supplementary Capital Funds Agreement and Assignment (hereinafter referred to as this "Agreement"), dated as of December 22, 2003, is made by and among Entergy Corporation ("Entergy"), System Energy Resources, Inc. (the "Company") 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., as Funding Bank (in such capacity, the "Funding Bank"), the Administrating Bank, KeyBank National Association, as Syndication Agent, Banc One Capital Markets, Inc., as Documentation Agent, and the banks named therein (the "Participating Banks"). Unless otherwise defined herein, capitalized terms used herein shall have the meaning assigned to such terms in the Reimbursement Agreement.

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMONG SYSTEM ENERGY RESOURCES, INC., UNION BANK OF CALIFORNIA, N.A., as Administrating Bank and Funding Bank, KEYBANK NATIONAL ASSOCIATION, as Syndication Agent, BANC ONE CAPITAL MARKETS, INC., as...
Reimbursement Agreement • March 11th, 2004 • Entergy Corp /De/ • Electric services • New York

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of December 22, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), BANC ONE CAPITAL MARKETS, INC., as documentation agent (in such capacity, the "Documentation Agent"), KEYBANK NATIONAL ASSOCIATION, as syndication agent (in such capacity, the "Syndication Agent" and, together with the Documentation Agent and the Administrating Bank, collectively referred to as the "Agents"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time party to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").

EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2004 • Entergy Corp /De/ • Electric services • Delaware

This Agreement ("Agreement") is entered into between Entergy Mississippi, Inc. ("Employer"), a Delaware corporation, and Carolyn C. Shanks ("Executive"). The effective date of this Agreement shall be the date upon which both parties have executed this Agreement, whether in multiple originals or otherwise ("Effective Date"). The effective date of Executive's assignment to a special project coordinator position shall be October 28, 2011 ("Assignment Commencement Date") and, except as otherwise provided herein, Executive's last day of active employment within the Entergy System shall be October 28, 2016 ("Final Employment Date"). The details of employment under this Agreement are set forth below and supercede any other oral or written employment offers, representations, agreements or contracts Executive may have received from, or entered into with, Employer, Entergy Corporation, or any other affiliate or subsidiary of Entergy Corporation (each, an "Entergy System Company," and collectivel

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