PLAN OF MERGER OF ENTERGY GULF STATES POWER, LLC AND ENTERGY GULF STATES LOUISIANA, LLC

Exhibit 2.1

PLAN OF MERGER OF

ENTERGY GULF STATES POWER, LLC AND

ENTERGY GULF STATES LOUISIANA, LLC

This Plan of Merger (this “Plan”) is entered into September 28, 2015 by and between Entergy Gulf States Louisiana, LLC, a Texas limited liability company (“EGS LLC”), and Entergy Gulf States Power, LLC, a Texas limited liability company (“EGSP”), with respect to the merger contemplated herein (the “Merger”) and certifies and sets forth the following:

1. The name of each domestic or foreign corporation or other entity that is a party to the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:

Name	Type of Entity	Jurisdiction
Entergy Gulf States Louisiana, LLC	Limited Liability Company	Texas
Entergy Gulf States Power, LLC	Limited Liability Company	Texas

2. The name of each domestic or foreign corporation or other entity that shall survive the Merger, the type of each such entity, and the jurisdiction in which each such entity is organized is:

Name	Type of Entity	Jurisdiction
Entergy Gulf States Louisiana, LLC	Limited Liability Company	Texas
Entergy Gulf States Power, LLC	Limited Liability Company	Texas

3. This Plan has been approved as required by Chapter 10 of the Texas Business Organizations Code (the “Code”).

4. The effective time of the Merger shall be as specified in the Certificate of Merger (the “Effective Time”).

5. The terms and conditions of the Merger are as follows:

a. All assets, including the bank accounts listed on Schedule A (and all funds held in such accounts immediately prior to the Effective Time), real estate and other property (tangible and intangible, movable and immovable), owned, held, leased, and claimed by EGS LLC immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be allocated to and vested in EGSP, except that the following shall be retained by EGS LLC (the “EGS LLC Retained Assets”):

i. all of the Units of Class B Common Membership Interests (as that term is defined in the Fourth Amended and Restated Limited Liability Company Agreement of Entergy Holdings Company LLC, dated September 19, 2015) of Entergy Holdings Company LLC, a Delaware limited liability company, held by EGS LLC immediately prior to the Effective Time;

ii. all Units of Common Membership Interest (as that term is defined in the Company Agreement of EGSP, dated July 31, 2015 (the “EGSP Company Agreement”)) of EGSP held by EGS LLC immediately prior to the Effective Time;

iii. all of EGS LLC’s right, title and interest in that certain Service Agreement by and between Entergy Services, Inc. and EGS LLC (f/k/a Entergy Gulf States Louisiana, L.L.C.) dated as of January 1, 2008; and

iv. the bank accounts listed on Schedule B and all funds held in such accounts immediately prior to the Effective Time;

b. All Liabilities (as hereinafter defined) of EGS LLC including, without limitation, all Liabilities of EGS LLC for Decommissioning (as herein-after defined) and to store, maintain and dispose of nuclear material located at, in, on or under the Site (as herein-after defined), immediately prior to the Effective Time shall be allocated to and vested in EGSP (the “EGSP Assumed Liabilities”), except the following shall be retained by EGS LLC (collectively, the “EGS LLC Retained Liabilities”):

i. the Liabilities that are specifically related to the EGS LLC Retained Assets; and

ii. the Liabilities related to any fees and franchise taxes required by law to be paid by EGS LLC for all periods prior to the Effective Time (as further described in Section 10);

c. All assets, including real estate and other property (tangible and intangible, movable and immovable), including but not limited to any funds held in those bank accounts in the name of EGSP as of the Effective Time, owned, held, leased, and claimed by EGSP immediately prior to the Effective Time, whether located within the State of Louisiana or outside the State of Louisiana, shall be retained by and vested in EGSP; and

d. All Liabilities of EGSP immediately prior to the Effective Time (the “Pre-Effective Time EGSP Liabilities”) shall be allocated to and vested in EGSP.

Prior to the Effective Time, EGSP and EGS LLC shall pay and discharge their respective Liabilities in a due and timely manner. From and after the Effective Time, (i) EGSP shall pay and discharge in full, or cause to be paid and discharged in full, the EGSP Assumed Liabilities and the Pre-Effective Time EGSP Liabilities in a due and timely manner; and (ii) EGS LLC shall pay and discharge in full, or cause to paid and discharged in full, the EGS LLC Retained Liabilities in a due and timely manner.

For purposes of this Plan, (a) “Decommission” or “Decommissioning” means to completely retire and remove the River Bend Station, Unit 1 (the “Facilities”) from service and to restore the real property on which the Facilities are located (the “Site”), as well as any planning and administrative activities incidental thereto, (b) “Liabilities” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable, or otherwise, or whether sounding in tort, contract, employment, administrative, tax, or any other area of law and (c) “Person” means an individual, corporation, limited liability company, partnership (general, limited, or limited liability), trust, joint venture, or other entity.

This Plan, including as a part hereof all schedules and documents incorporated herein by reference, is intended to provide for the allocation of all Liabilities of EGS LLC and EGSP.

6. All allocations of rights, titles, and interests to all real estate and other property shall be subject to all existing liens or other encumbrances thereon (except as released by express release prior to or upon the Effective Time) and all exceptions, easements, servitudes, rights-of-way, rights of use, releases, encroachments, reservations, joint ownership agreements, joint operating agreements, joint use agreements, options, and other agreements affecting such property as of the Effective Time, whether or not of record. All allocations of real and tangible personal property (movable or immovable) of EGS LLC are made AS IS, WHERE IS, WITH ALL FAULTS, AND ALL WARRANTIES (EXPRESS AND IMPLIED) WITH RESPECT TO CONDITION, DEFECTS (LATENT OR PATENT), MERCHANTABILITY, HABITABILITY, AND FITNESS FOR ANY PURPOSE OF ANY ALLOCATED PROPERTY ARE EXPRESSLY DISCLAIMED, including, without limitation, the warranty against redhibitory defects provided by Louisiana Civil Code Articles 2520 et seq., and the warranty of fitness for intended uses under Louisiana Civil Code Article 2475, and without recourse. Each of EGS LLC and EGSP irrevocably waives and relinquishes any rights it may have to rescind or otherwise set aside the allocation of all or any part of the property allocated due to the resolutory condition under Louisiana Civil Code Art. 2561 or otherwise arising out of the failure of EGS LLC or EGSP to pay or perform any liability or obligation allocated to it or any other obligation that is obligated to pay or perform and any vendor’s lien arising out of this allocation. Each of EGS LLC and EGSP waives production of mortgage and conveyance certificates, tax researches, surveys, and any and all other certificates required by law or custom.

7. Following the Merger and implementation of this Plan, the member of EGS LLC shall continue to be the member of EGS LLC with the same ownership rights and interests as it had in EGS LLC immediately prior to the Merger. In addition, following the Merger and implementation of this Plan, the member of EGSP shall continue to be the member of EGSP with the same ownership rights and interests as it had in EGSP immediately prior to the Merger.

8. Following the Merger and implementation of this Plan, those persons identified as Directors on the attached Exhibit A shall be the Directors (as that term is defined in the Company Agreement of EGS LLC dated as of September 21, 2015) of EGS LLC and those persons identified as Directors on Exhibit B shall be the Directors (as that term is defined in the EGSP Company Agreement) of EGSP and shall serve on the Board of Directors of the respective entity until such time that new Directors are elected for such entity.

9. Following the Merger and implementation of this Plan, those persons identified as officers on the attached Exhibit A shall be the officers of EGS LLC and those persons identified as officers on Exhibit B shall be the officers of EGSP and shall serve as officers of the respective entity until such time that new officers are elected or appointed for such entity.

10. To satisfy the requirements of Section 10.156(2) of the Code, EGSP and EGS LLC agree that each will be responsible for the timely payment of all of their respective fees and franchise taxes that would have been required by law to be paid by each of them for all periods prior to the Effective Time as if the merger had not occurred, regardless of whether such fees and franchise taxes have not been timely paid. Each surviving entity shall be responsible for payment of all fees and taxes as required by law to be paid by it from and after the Effective Time.

11. To the extent not released, EGSP shall be the primary obligor for the EGSP Assumed Liabilities under this Plan. To the extent not released, EGS LLC shall have continuing liability on the EGSP Assumed Liabilities to the extent provided by law, provided that, as between EGS LLC and EGSP, EGS LLC

shall have all rights of a surety against EGSP as primary obligor for all payments made and costs incurred by EGS LLC in respect of the EGSP Assumed Liabilities. EGSP shall indemnify, defend, save, and hold harmless EGS LLC from and against, and shall reimburse EGS LLC for any payments made and costs incurred by EGS LLC, in respect of, the EGSP Assumed Liabilities.

12. At any time before the Effective Time, this Plan may be abandoned (subject to any contractual rights) by the party to the Merger, without member action, by (a) execution of a statement of abandonment by any officer of EGS LLC or in any other manner determined by the Board of Directors of EGS LLC; and (b) if the Certificate of Merger has been filed but the Effective Time has not yet occurred, filing by EGS LLC of such statement with the Secretary of State of Texas prior to the Effective Time.

13. EGS LLC reserves the right to amend, modify, or supplement this Plan (including Exhibits and Schedules, if any) and the Certificate of Merger prior to the Effective Time, and if such right is exercised the Plan and Certificate of Merger, as so amended, modified, or supplemented, shall be the Plan and Certificate of Merger that become effective as of the Effective Time.

14. A copy of this Plan will be furnished by each surviving entity, on written request and without cost, to any member of each limited liability company that is a party to or created by this Plan, and to any creditor or obligee of the party to the Merger at the time of the Merger if such obligation is then outstanding.

15. EGS LLC and EGSP will cause to be promptly and duly taken, executed, acknowledged, delivered, recorded, and filed all such further instruments, documents, and assurances as either may from time to time reasonably request to carry out more effectively the intent and purposes of this Plan.

16. It is the intent of EGS LLC and EGSP that the assets and other property (tangible and intangible, movable and immovable) and the obligations allocated to and vested in EGSP pursuant to this Plan include all rights, privileges, powers and franchises of EGS LLC including, without limitation, any and all attorney-client privileges, work product doctrine and any other applicable privilege. Furthermore, EGS LLC and EGSP have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the allocation of assets, other property, and obligations pursuant to this Plan is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All assets, other property, and obligations allocated to and vested in EGSP pursuant to this Plan, and the attorney-client relationships, work product, and communications relating to those assets, properties, and obligations that are entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK. THE NEXT PAGE OF THIS DOCUMENT IS PAGE S-1.]

Exhibit 2.1

In witness whereof the parties to the Merger have executed this Plan of Merger as set forth above.

ENTERGY GULF STATES LOUISIANA, LLC

By: /s/ Xxxxxxx X. May, Jr.

Xxxxxxx X. May, Jr.

President and Chief Executive Officer

ENTERGY GULF STATES POWER, LLC

By: /s/ Xxxxxxx X. May, Jr.

Xxxxxxx X. May, Jr.

President and Chief Executive Officer

SCHEDULE A

BANK ACCOUNTS ALLOCATED TO EGSP

Bank	Account Number	Account Name
Capital One, NA	812342231	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	882094464	Entergy Gulf States Louisiana, L.L.C.
Capital One, NA	542050357	Entergy Gulf States Louisiana, L.L.C.
JPMorgan Chase	644369811	Entergy Gulf States Louisiana, L.L.C.
Xxxxx Fargo Bank, N.A.	00000000	Entergy Gulf States Louisiana, L.L.C. - (Xxxxx) Storm Reserve Escrow
Xxxxx Fargo Bank, N.A.	00000000	Entergy Gulf States Louisiana, L.L.C. (MB) Storm Reserve Escrow
Xxxxx Fargo Bank, N.A.	00000000	Entergy Gulf States Louisiana, L.L.C. - Storm Reserve Escrow

Bank Account Numbers are Confidential

SCHEDULE B

BANK ACCOUNTS RETAINED BY EGS LLC

Bank	Account Number	Account Name
Capital One, NA	671550617	Entergy Gulf States Louisiana, L.L.C.
Federated Investors	6715506170	Entergy Gulf States Louisiana, L.L.C.

Bank Account Numbers are Confidential

EXHIBIT A

DIRECTORS AND OFFICERS OF EGS LLC

Directors

Xxxxxxxx X. Xxxxxxx, Xx.

Xxxxxx X. Xxxxx

Xxxx X. Xxxxxx

Officers

Xxxxxxxx X. Xxxxxxx, Xx.	President and Chief Executive Officer
Xxxxxx X. Xxxxx	Executive Vice President and Chief Financial Officer
Xxxxxx X. Xxxxx	Executive Vice President and General Counsel
Xxxxxx X. Mount	Senior Vice President and Chief Accounting Officer
Xxxxxx X. XxXxxx	Vice President and Treasurer
Xxxxxx X. Xxxxxxx	Secretary
Xxxx X. Xxxxxx	Assistant Secretary
Xxxxxx X. Xxxxxxxx	Assistant Treasurer
Xxxx Xxx Xxxxxxxxxx	Assistant Treasurer
Xxxxxxxx X. Xxxxxxxxx	Tax Officer

EXHIBIT B

DIRECTORS AND OFFICERS OF EGSP

Directors

Xxxxxxxx X. Xxxxxxx, Xx.

Xxxxxx X. Xxxxx

Xxxxxxx X. May, Jr.

Xxxx X. Xxxxxx

Officers

Xxxxxxx X. May, Jr.	Chairman of the Board, President and Chief Executive Officer
Xxxxxxxx X. Xxxxxxx, Xx.	Group President, Utility Operations
Xxxxxx X. Xxxxx	Executive Vice President and Chief Financial Officer
Xxxxxx X. Xxxxx	Executive Vice President and General Counsel
Xxxxxxx X. Xxxxxx	Executive Vice President and Chief Nuclear Officer
Xxxxxx X. Xxxxxxxxx	Senior Vice President and General Tax Counsel
Xxxxxx X. Mount	Senior Vice President and Chief Accounting Officer
Xxxxxx X. XxXxxx	Vice President and Treasurer
Xxxxxx X. Xxxxxx	Vice President, Customer Service
Xxxxxxxx Xxxxxx	Vice President, Regulatory Affairs
Xxxx X. Xxxxxxxx	Vice President, System Planning
Xxxx Xxxxxxxxx	Vice President, Public Affairs
Xxxxxx X. Xxxxxxx	Secretary
Xxxx X. Xxxxxx	Assistant Secretary
Xxxxxx X. Xxxxxxxx	Assistant Treasurer
Xxxx Xxx Xxxxxxxxxx	Assistant Treasurer
Xxxxxxxx X. Xxxxxxxxx	Tax Officer
Xxxx X. Xxxxxxx	Tax Officer
Xxxx X. Xxxxxxx, Xx.	Tax Officer