STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEENew Orleans Public Service Inc • January 17th, 1996 • Electric & other services combined
Exhibit 1 New Orleans Public Service Inc. $40,000,000 General and Refunding Mortgage Bonds 8% Series due March 1, 2006 UNDERWRITING AGREEMENTNew Orleans Public Service Inc • March 22nd, 1996 • Electric & other services combined • New York
Exhibit 1 NEW ORLEANS PUBLIC SERVICE INC. [$__________] General and Refunding Mortgage Bonds [_____%] Series due [_______________] UNDERWRITING AGREEMENTNew Orleans Public Service Inc • January 17th, 1996 • Electric & other services combined • New York
STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) --------------------------New Orleans Public Service Inc • January 17th, 1996 • Electric & other services combined
U.S. $25,000,000 THIRD AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 22, 2021 Among ENTERGY NEW ORLEANS, LLC as Borrower THE BANKS NAMED HEREIN as Banks BANK OF AMERICA, N.A. as Administrative Agent and LC Issuing Bank and the other LC...Credit Agreement • June 22nd, 2021 • Entergy New Orleans, LLC • Electric & other services combined • New York
THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June 22, 2021, among ENTERGY NEW ORLEANS, LLC, a Texas limited liability company (the “Borrower”), the banks and other financial institutions (the “Banks”) listed on the signature pages hereof, Bank of America, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders (as defined below) hereunder and as LC Issuing Bank (as defined below) and the other LC Issuing Banks parties hereto from time to time.
Entergy New Orleans, Inc. First Mortgage Bonds, [ ]% Series due [ ], 20[ ] UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2008 • Entergy New Orleans Inc • Electric & other services combined • New York
The undersigned, Entergy New Orleans, Inc., a Louisiana corporation (the "Company"), proposes to issue and sell to the several underwriters set forth on 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 [ ] is acting as representative (the "Representative"), 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").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2004 • Entergy New Orleans Inc • Electric & other services combined • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of July 31, 2003 by and among Entergy New Orleans, Inc., a Louisiana corporation (the "Company"), and the Initial Purchasers (as hereinafter defined).
CREDIT AGREEMENT Dated as of May 15, 2003 Among ENTERGY CORPORATION as Borrower THE BANKS NAMED HEREIN as Banks CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS INC. as Sole Lead Arranger & Book Manager ABN AMRO BANK N.V., BANK ONE, NA,...Credit Agreement • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined • 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 hereunder, agree as follows:
Restricted Stock Units Agreement (Stock Settled) Under the 2019 Entergy Corporation Omnibus Incentive PlanRestricted Stock Units Agreement • February 24th, 2023 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
THIS RESTRICTED STOCK UNITS AGREEMENT (the “Agreement”), by and between Entergy Corporation (“Entergy”) and Phillip May (“Grantee”), shall be effective on November 10, 2022 (the “Effective Date”), as approved by the Personnel Committee of the Entergy Board of Directors (the “Committee”), provided Grantee remains President & CEO - Entergy LA and actively employed as a regular full-time employee of a System Company employer (“System Company Employer”) through the Effective Date and signs the Agreement and submits it to Gabrielle DeBaene Birdrow before 5:00 p.m. CST on the Effective Date. If these contingencies for effectiveness are not met by the Effective Date, then this offer shall be null and void, and the Agreement shall not become effective. For purposes of this Agreement, Entergy shall include any successor to its business or assets by operation of law or otherwise and any entity that assumes or agrees to perform this Agreement.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF entergy NEW ORLEANS STORM RECOVERY Funding I, L.L.C. Dated and Effective as of March 5, 2015Limited Liability Company Operating Agreement • April 10th, 2015 • Entergy New Orleans Inc • Electric & other services combined • Louisiana
FUEL LEASE Dated as of December 22, 1988 between RIVER FUEL TRUST #1,Fuel Lease • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
THIS LEASE HAS BEEN MANUALLY EXECUTED IN FIFTEEN COUNTERPARTS, NUMBERED CONSECUTIVELY FROM 1 TO 15. NO SECURITY INTEREST IN THIS LEASE OR IN ANY OF LESSOR’S RIGHTS AND INTERESTS UNDER THIS LEASE MAY BE PERFECTED BY THE POSSESSION OF ANY SUCH COUNTERPART OTHER THAN COUNTERPART NO. 1.
U.S. $70,000,000 AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of November 9, 2021 among ENTERGY NEW ORLEANS, LLC as Borrower THE BANKS NAMED HEREIN as Banks and BANK OF AMERICA, N.A. as Administrative AgentTerm Loan Credit Agreement • November 10th, 2021 • Entergy New Orleans, LLC • Electric & other services combined • New York
AMENDED AND RESTATED TERM LOAN CREDIT AGREEMENT dated as of November 9, 2021, among ENTERGY NEW ORLEANS, LLC, a Texas limited liability company (the “Borrower”), the banks and other financial institutions listed on the signature pages hereof (the “Banks”) and Bank of America, N.A. (“Bank of America”), as administrative agent (the “Administrative Agent”) for the Lenders (as defined below) hereunder.
APPENDIXRestricted Stock Agreement • February 21st, 2020 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
TERM LOAN CREDIT AGREEMENT Dated as of December 18, 2019Term Loan Credit Agreement • December 18th, 2019 • Entergy New Orleans, LLC • Electric & other services combined • New York
ENTERGY ARKANSAS, INC. TO DEUTSCHE BANK TRUST COMPANY AMERICAS (successor to Guaranty Trust Company of New York) AND (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION...Supplemental Indenture • November 6th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
INDENTURE, dated as of May 1, 2018, 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, 16th Floor, New York, New York 10005 (hereinafter sometimes called the “Corporate Trustee”), and (as to property, real or personal, situated or being in Missouri) THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION (successor to Marvin A. Mueller), whose mailing address is 10161 Centurion Parkway, Jacksonville, Florida 32256 (said The Bank of New York Mellon Trust Company, National Association being hereinafter sometimes called the “Missouri Co-Trustee” and the Corporate Trustee and the Missouri Co-Trustee being hereinafter together sometimes called the “Trustees”) as Trustees under
SECOND EXTENSION TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Entergy New Orleans, LLC • Electric & other services combined
THIS SECOND EXTENSION TO CREDIT AGREEMENT, dated as of June 29, 2023 (this “Extension”), is made by and among ENTERGY TEXAS, INC., a Texas corporation (the “Borrower”), each Lender (as defined in the Credit Agreement referred to below) that is party hereto, each LC Issuing Bank (as defined in the Credit Agreement referred to below) and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under that certain Third Amended and Restated Credit Agreement dated as of June 3, 2021, as amended and extended (as in effect immediately prior to the effectiveness of this Extension, the “Credit Agreement”), among the Borrower, the Lenders, the LC Issuing Banks and the Administrative Agent.
EXTENSION AGREEMENTExtension Agreement • November 5th, 2019 • Entergy New Orleans, LLC • Electric & other services combined • New York
FACILITY LEASE NO. 2Participation Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
Entergy New Orleans, Inc. First Mortgage Bonds, [____]% Series Due [_________], 20__ UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2004 • Entergy New Orleans Inc • Electric & other services combined • New York
The undersigned, Entergy New Orleans, Inc., a Louisiana corporation (the "Company"), proposes to issue and sell to you, as Underwriter, an aggregate of $[___________] principal amount of the Company's First Mortgage Bonds, [___]% Series due [__________], 20__ (the "Bonds"), as follows:
ARKANSAS POWER & LIGHT COMPANY to MORGAN GUARANTY TRUST COMPANY OF NEW YORKSupplemental Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Louisiana
INDENTURE, dated as of July 1, 1989, between ARKANSAS POWER & LIGHT COMPANY, 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 MORGAN GUARANTY TRUST COMPANY OF NEW YORK (formerly Guaranty Trust Company of New York), a corporation of the State of New York, whose post office address is 23 Wall Street, New York, New York 10015 (hereinafter sometimes called the “Corporate Trustee”), and JOHN W. FLAHERTY (successor to Henry A. Theis, Herbert E. Twyeffort and Grainger S. Greene), whose post office address is 805 Harding Street, Westfield, New Jersey 07090 and (as to property, real or personal, situated or being in Missouri) THE BOATMEN’S NATIONAL BANK OF ST. LOUIS, a national banking association existing under the laws of the United States of America (successor to Marvin A. Mueller), whose post office address is 510 Locust St., St. Louis, Missouri 63101 (said John W. Flaherty be
FORM T-2 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF AN INDIVIDUAL DESIGNATED TO ACT AS TRUSTEEEntergy New Orleans Inc • January 28th, 2000 • Electric & other services combined
NEW ORLEANS PUBLIC SERVICE INC. TO BANK OF MONTREAL TRUST COMPANY And As Trustees under New Orleans Public Service Inc.’s Mortgage and Deed of Trust, dated as of May 1, 1987 THIRD SUPPLEMENTAL INDENTURE Providing among other things for General and...Indenture • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of March 1, 1993, between NEW ORLEANS PUBLIC SERVICE INC., a corporation of the State of Louisiana, whose post office address is 317 Baronne Street, New Orleans, Louisiana 70112 and BANK OF MONTREAL TRUST COMPANY, a corporation of the State of New York, whose principal office is located at 77 Water Street, New York, New York 10005 and Z. GEORGE KLODNICKI, whose post office address is 87 Prospect Avenue, Westwood, New Jersey 07675, as trustees under the Mortgage and Deed of Trust, dated as of May 1, 1987, executed and delivered by the Company (herein called the “Original Indenture”; the Original Indenture and any and all indentures and instruments supplemental thereto being herein called the “Indenture”);
SECOND EXTENSION TO CREDIT AGREEMENTCredit Agreement • August 3rd, 2023 • Entergy New Orleans, LLC • Electric & other services combined
THIS SECOND EXTENSION TO CREDIT AGREEMENT, dated as of June 29, 2023 (this “Extension”), is made by and among ENTERGY CORPORATION, a Delaware corporation (the “Borrower”), each Lender (as defined in the Credit Agreement referred to below) that is party hereto, each LC Issuing Bank (as defined in the Credit Agreement referred to below) and CITIBANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) under that certain Third Amended and Restated Credit Agreement dated as of June 3, 2021, as amended and extended (as in effect immediately prior to the effectiveness of this Extension, the “Credit Agreement”), among the Borrower, the Lenders, the LC Issuing Banks and the Administrative Agent.
FIRST AMENDMENT TO CAPITAL FUNDS AGREEMENT Between ENTERGY CORPORATION and SYSTEM ENERGY RESOURCES, INC.Capital Funds Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS First AMENDMENT, dated as of the 1st day of June, 1989, between Entergy Corporation (Entergy) and System Energy Resources, Inc. (System Energy), to the Capital Funds Agreement, dated as of June 21, 1974, between Middle South Utilities, Inc. and Middle South Energy, Inc. (Capital Funds Agreement), WITNESSETH THAT:
March 31, 2003 Mr. Robert D. Sloan 40 Pembroke Hill Farmington, CT 06032 Dear Bob:Entergy New Orleans Inc • August 12th, 2003 • Electric & other services combined • Delaware
On behalf of Entergy Services, Inc. ("ESI"), I would like to confirm our revised offer to you for the ESI System Officer position of Senior Vice President and General Counsel. 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.
EARLY OPT-IN AND CONFORMING CHANGES AMENDMENTEntergy New Orleans, LLC • August 3rd, 2023 • Electric & other services combined
THIS EARLY OPT-IN AND CONFORMING CHANGES AMENDMENT, dated as of June 27, 2023 (this “Agreement” and such date, the “Amendment Effective Date”), is entered into by and between ENTERGY NEW ORLEANS, LLC, a Texas limited liability company (the “Borrower”), and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”), as lender and as letter of credit issuing bank.
EXTENSION AGREEMENTExtension Agreement • November 5th, 2019 • Entergy New Orleans, LLC • Electric & other services combined • New York
PLAN OF MERGER OF ENTERGY NEW ORLEANS, INC. AND ENTERGY NEW ORLEANS POWER, LLCPlan of Merger • December 1st, 2017 • Entergy New Orleans, Inc • Electric & other services combined
This Plan of Merger (this “Plan”) is entered into November 21, 2017 by and between Entergy New Orleans, Inc., a Texas corporation (“ENO”), and Entergy New Orleans Power, LLC, a Texas limited liability company (“ENOP”), with respect to the merger contemplated herein (the “Merger”) and certifies and sets forth the following:
Under the 2019 Entergy Corporation Omnibus Incentive Plan2023 Performance Unit Agreement • February 26th, 2021 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
Pursuant to the 2019 Entergy Corporation Omnibus Incentive Plan (the “Plan”), you are eligible to participate at a target Achievement Level (as defined below) of that number of performance units (subject to adjustment pursuant to Section 3 of this Agreement, the “Target Performance Units”) (based upon an Achievement Level of 100%) set forth under the heading “Total Granted” on the Performance Unit Grant Notice to which this Agreement is attached (the “Grant Notice”) for the performance period commencing January 1, 2021 and ending December 31, 2023 (the “Performance Period”), subject to the terms of the Plan and to the following terms and conditions:
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT AMONG SYSTEM ENERGY RESOURCES, INC., UNION BANK OF CALIFORNIA, N.A., as Administrating Bank and Funding Bank, AND THE PARTICIPATING BANKS NAMED HEREIN DATED AS OF MARCH 3, 2003Letter of Credit and Reimbursement Agreement • August 12th, 2003 • Entergy New Orleans Inc • Electric & other services combined • New York
LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated as of March 3, 2003, among SYSTEM ENERGY RESOURCES, INC., an Arkansas corporation (the "Company"), UNION BANK OF CALIFORNIA, N.A., as issuer of the Letters of Credit (as defined below) (in such capacity, the "Funding Bank"), UNION BANK OF CALIFORNIA, N.A., as administrating bank (in such capacity, the "Administrating Bank"), and the banks listed on the signature pages hereof under the heading "Participating Banks" and the other banks from time to time parties to this Agreement (each, a "Participating Bank" and, collectively, the "Participating Banks").
CAPITAL FUNDS AGREEMENTCapital Funds Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS AGREEMENT dated as of June 21, 1974 by and between Middle South Utilities, Inc. (Middle South) and Middle South Energy, Inc. (Company);
BORROWER ASSUMPTION AGREEMENTBorrower Assumption Agreement • December 1st, 2017 • Entergy New Orleans, Inc • Electric & other services combined • New York
This Borrower Assumption Agreement (this “Borrower Assumption Agreement”) is dated as of November 30, 2017 and is entered into by and among ENTERGY NEW ORLEANS, INC., a Texas corporation (the “Predecessor”), and Entergy NEW ORLEANS Power, LLC, a Texas limited liability company (the “Successor”). Capitalized terms used but not defined herein shall have the meanings given to them in the Amended and Restated Credit Agreement, dated as of August 14, 2015, as amended by the Amendment dated as of June 30, 2016, and as further amended by the Amendment dated as of September 26, 2017 (as further amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”), among Entergy New Orleans, Inc., the Lenders and LC Issuing Banks parties thereto and Bank of America, N.A., as the Administrative Agent.
SECOND AMENDMENT TO AVAILABILITY AGREEMENT BETWEEN MIDDLE SOUTH ENERGY, INC. AND ARKANSAS POWER & LIGHT COMPANY, LOUISIANA POWER & LIGHT COMPANY, MISSISSIPPI POWER & LIGHT COMPANY, and NEW ORLEANS PUBLIC SERVICE INC.Availability Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined
THIS SECOND AMENDMENT, dated as of the 15th day of June, 1981, between Middle South Energy, Inc. (MSE) and Arkansas Power & Light Company (AP&L), Louisiana Power & Light Company (LP&L), Mississippi Power & Light Company (MP&L) and New Orleans Public Service Inc. (NOPSI), to the Availability Agreement, dated as of the 21st day of June, 1974, between MSE and AP&L, Arkansas-Missouri Power Company (Ark-Mo), LP&L, MP&L and NOPSI, as amended by the First Amendment thereto dated as of June 30, 1977 (Availability Agreement), WITNESSETH THAT:
Stock Option Agreement (“Agreement”) Under the 2019 Entergy Corporation Omnibus Incentive Plan2020 Template • February 21st, 2020 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
The Personnel Committee of the Board of Directors (“Committee”) of Entergy Corporation has agreed to grant you, pursuant to the 2019 Entergy Corporation Omnibus Incentive Plan (the “Plan”), a nonstatutory stock option (the “Option”) to purchase that number of Shares set forth on the Stock Option Grant Notice to which this Agreement is attached (the “Grant Notice”) at the Exercise Price set forth as the award price on the Grant Notice, subject to the Plan and the following terms and conditions:
Contract2018-2020 Performance Unit Agreement • February 26th, 2018 • Entergy New Orleans, LLC • Electric & other services combined • Delaware
Pursuant to the 2015 Equity Ownership Plan of Entergy Corporation and Subsidiaries (the “Plan”), you are eligible to participate at a target Achievement Level (as defined below) of that number of performance units (the “Target Performance Units”) (based upon an Achievement Level of 100%) set forth under the heading “Total Granted” on the Performance Unit Grant Notice to which this Agreement is attached (the “Grant Notice”) for the performance period commencing January 1, 2018 and ending December 31, 2020 (the “Performance Period”), subject to the terms of the Plan and to the following terms and conditions:
