CREDIT AGREEMENT dated as of December 23, 2008 among ENEXUS ENERGY CORPORATION, as Borrower, THE LENDERS AND ISSUERS PARTY HERETO, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Book Runners and Joint Lead Arrangers,...Credit Agreement • November 23rd, 2009 • Enexus Energy CORP • Electric services • New York
CREDIT AGREEMENT dated as of December 23, 2008, among ENEXUS ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders and Issuers from time to time party hereto, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN SACHS LENDING PARTNERS LLC, as joint book runners and joint lead arrangers (in such capacities, collectively, the “Arrangers”), BNP PARIBAS, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and MIZUHO CORPORATE BANK, LTD., as Syndication Agent (in such capacity, the “Syndication Agent”).
CREDIT AGREEMENT dated as of December 23, 2008 among ENEXUS ENERGY CORPORATION, as Borrower, THE LENDERS AND ISSUERS PARTY HERETO, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN SACHS LENDING PARTNERS LLC, as Joint Book Runners and Joint Lead Arrangers,...Credit Agreement • September 29th, 2009 • Enexus Energy CORP • Electric services • New York
CREDIT AGREEMENT dated as of December 23, 2008, among ENEXUS ENERGY CORPORATION, a Delaware corporation (the “Borrower”), the Lenders and Issuers from time to time party hereto, CITIGROUP GLOBAL MARKETS INC. and GOLDMAN SACHS LENDING PARTNERS LLC, as joint book runners and joint lead arrangers (in such capacities, collectively, the “Arrangers”), BNP PARIBAS, as administrative agent (in such capacity and together with its successors, the “Administrative Agent”) and THE BANK OF NOVA SCOTIA TRUST COMPANY OF NEW YORK, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and MIZUHO CORPORATE BANK, LTD., as Syndication Agent (in such capacity, the “Syndication Agent”).
JOINT VENTURE FORMATION AGREEMENT by and among ENTERGY CORPORATION, ENEXUS ENERGY CORPORATION, and EQUAGEN LLC Dated as of , 2008Joint Venture Formation Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
This JOINT VENTURE FORMATION AGREEMENT (this “Agreement”) dated as of , 2008 is made and entered into by and among (i) Entergy Corporation, a Delaware corporation (“ETR”), (ii) Enexus Energy Corporation, a Delaware corporation (“Enexus”, also referred to herein as the “New Member” and, together with ETR collectively referred to herein as the “Members”), and (iii) EquaGen LLC, a Delaware limited liability company (formerly, Entergy, Nuclear Inc.) (the “Company”).
Amendment No. 1 to Credit AgreementCredit Agreement • November 23rd, 2009 • Enexus Energy CORP • Electric services • New York
This Amendment No. 1, dated as of October 1, 2009 (this “Amendment”), among Enexus Energy Corporation, a Delaware corporation (the “Borrower”), the Lenders (as defined below) party hereto, Citigroup Global Markets Inc. and Goldman Sachs Lending Partners LLC, as joint book runners and joint lead arrangers (in such capacities, collectively, the “Arrangers”), BNP Paribas, as administrative agent (in such capacity, the “Administrative Agent”), amends certain provisions of the Credit Agreement, dated as of December 23, 2008 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and Issuers (in each case as defined therein) from time to time party thereto, the Arrangers, the Administrative Agent, and The Bank of Nova Scotia Trust Company of New York, as collateral agent (in such capacity and together with its successors, the “Collateral Agent”) and Mizuho Corporate Bank, Ltd., as syndication agent (in such
AMENDED AND RESTATED OPERATING AGREEMENT BETWEEN Owner, AND ENOI LLC OperatorOperating Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • New York
This AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”), dated ___, 2008, by and between , a Delaware limited liability company (“Owner”), and ENOI LLC, a Delaware limited liability company (d/b/a Equagen Nuclear, “Operator”). Owner and Operator are referred to individually as a “Party,” and together as the “Parties.”
FORM OF LIMITED LIABILITY COMPANY AGREEMENT of EQUAGEN LLC Dated as ofLimited Liability Company Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of EquaGen LLC (the “Company”), a Delaware limited liability company, is made and entered into as of , by and among (i) Entergy Corporation, a Delaware corporation (“ETR”), (ii) Enexus Energy Corporation (“Enexus”), a Delaware limited liability company (“Enexus”), as Members of the Company (“Members”) and (iii) the Company.
FORM OF SHARED SERVICES AGREEMENT between EQUAGEN, LLC and ENTERGY SERVICES, INC. Dated as of ______, 2008Shared Services Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
This agreement, made as of , 2008 (this “Agreement”), by and between EquaGen, LLC, a Delaware limited liability company (“EquaGen”), and Entergy Services, Inc., a corporation (ESI,” each of EquaGen and ESI, a “Party,” and together, the “Parties”).
FORM OF EMPLOYEE MATTERS AGREEMENT by and among ENTERGY CORPORATION, ENEXUS ENERGY CORPORATION and EQUAGEN LLC Dated as of ________, 2008Employee Matters Agreement • September 12th, 2008 • Enexus Energy CORP • Electric services • Delaware
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [•], 2008, by and among Entergy Corporation, a Delaware corporation (“Entergy”), Enexus Energy Corporation, a Delaware corporation (“Enexus”), and EquaGen LLC, a Delaware limited liability company (“EquaGen”). Each of Entergy, Enexus and EquaGen is herein referred to as a “Party” and collectively, as the “Parties”.
FORM OF TRANSITION SERVICES AGREEMENT by and between ENTERGY CORPORATION and ENEXUS ENERGY CORPORATION Dated as of , 2008Transition Services Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of , 2008, by and between Entergy Corporation, a Delaware corporation (“Entergy”), and Enexus Energy Corporation, a Delaware corporation (“Enexus”), each a “Party” and together, the “Parties”.
Entergy Services, Inc. 639 Loyola Avenue New Orleans, LA 70113Conditional Offer of Employment • September 12th, 2008 • Enexus Energy CORP • Electric services • Delaware
In furtherance of our discussions, this letter agreement sets forth the terms and conditions of our conditional offer of employment with the new legal entity expected to be established in 2008 to own the non-utility nuclear business contemplated to be spun off from Entergy Corporation in a separate transaction. For purposes of this Agreement, the new legal entity shall be referred to as “Spinco.” Provided Spinco has been legally formed, the spin-off occurs, and you have met all of the terms and conditions for employment with Spinco as set forth below, your new full-time position is contemplated to be Chief Operating Officer, reporting to Richard J. Smith, with your job location in Jackson, MS. The details of employment under this agreement (the “Agreement”) are set forth below and shall supersede any other oral or written employment offers, representations, agreements or communications related to current or future Spinco employment that you may have received from, or entered into with,
Entergy Services, Inc. 639 Loyola Avenue New Orleans, LA 70113 July 2, 2008Contingent Offer of Employment • September 12th, 2008 • Enexus Energy CORP • Electric services • Delaware
Further to our discussions, this letter agreement sets forth the terms and conditions of our contingent offer of employment with Enexus Energy Corporation (“Enexus”), the non-utility nuclear business contemplated to be spun off from Entergy Corporation on terms approved by the board of directors of Entergy Corporation (the “Spin Transaction”). The details of employment under this agreement (the “Agreement”) are set forth below and shall supersede any other oral or written employment offers, representations, agreements or communications that you may have received from, or entered into with, any affiliate or subsidiary of Entergy Corporation (collectively, the “Entergy System,” and each an “Entergy System Company”) related to current or future Enexus or Entergy System Company employment prior to the execution of this Agreement, which prior offers, representations, agreements or communications you acknowledge are without effect. The date upon which you execute this Agreement indicating yo
FORM OF CORPORATE SERVICES AGREEMENT between ENTERGY SERVICES, INC. and EQUAGEN, LLC Dated as of , 2008Corporate Services Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
This agreement, made as of ___, 2008 (this “Agreement”), by and between Entergy Services, Inc., a Delaware corporation (“ESI ”) and EquaGen, LLC, a Delaware limited liability company (“Client Company” each of Client Company and ESI, a “Party”, and together, the “Parties”).
May 22, 2008 Carolyn C. Shanks 308 East Pearl Street, Apt. 1001 Jackson, MS 39201 Re: Conditional Offer of Enexus Employment Dear Carolyn:Conditional Offer of Employment • September 12th, 2008 • Enexus Energy CORP • Electric services • Delaware
In furtherance of our discussions, this letter agreement sets forth the terms and conditions of our conditional offer of employment with the new legal entity expected to be established in 2008 to own the non-utility nuclear business contemplated to be spun off from Entergy Corporation in a separate transaction. For purposes of this Agreement, the new legal entity shall be referred to as “Enexus.” Provided Enexus has been legally formed, the spin-off occurs, and you have met all of the terms and conditions for employment with Enexus as set forth below, your new full-time position is contemplated to be Senior Vice President, Administration & Corporate Support (CAO), reporting to Richard J. Smith, with your job location in Jackson, MS. The details of employment under this agreement (the “Agreement”) are set forth below and shall supersede any other oral or written employment offers, representations, agreements or communications related to current or future Enexus employment that you may h
FORM OF SHARED SERVICES AGREEMENT between EQUAGEN, LLC and ENTERGY OPERATIONS, INC. Dated as of ________________, 2008Shared Services Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
This agreement, made as of ___, 2008 (this “Agreement”), by and between EquaGen, LLC, a Delaware limited liability company (“EquaGen”), and Entergy Operations, Inc., a ___ corporation (“EOI,” each of EquaGen and EOI, a “Party,” and together, the “Parties”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between ENTERGY CORPORATION and ENEXUS ENERGY CORPORATION Dated as of ___, 2008Separation and Distribution Agreement • July 31st, 2008 • Enexus Energy CORP • Electric services • Delaware
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of , 2008, by and between Entergy Corporation, a Delaware corporation (“Entergy”), and Enexus Energy Corporation, a Delaware corporation (“Enexus”), each a “Party” and, together, the “Parties.”
