0000065984-04-000233 Sample Contracts

Form of AMENDED AND RESTATED MONEY POOL AGREEMENT
Money Pool Agreement • August 13th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

This Amended and Restated Money Pool Agreement (this "Agreement"), dated as of the ____ day of ____________, 2004 (the "Effective Date"), by and between Entergy Services, Inc., a Delaware Corporation ("ESI"), Entergy Corporation, a Delaware Corporation ("Entergy"), Entergy Arkansas, Inc., an Arkansas Corporation ("EAI"), Entergy Gulf States, Inc., a Texas Corporation ("EGSI"), Entergy Louisiana, Inc., a Louisiana Corporation ("ELI"), Entergy Mississippi, Inc., a Mississippi Corporation ("EMI"), Entergy New Orleans, Inc., a Louisiana Corporation ("ENOI"), System Entergy Resources, Inc., a Mississippi Corporation ("SERI"), Entergy Operations, Inc., a Mississippi Corporation ("EOI"), and System Fuels, Inc., a Louisiana Corporation ("SFI") (each a "Participant" and, collectively, the "Participants"), amends, restates and supercedes that certain Money Pool Agreement, dated as of the 7th day of August, 2003 among the Participants (the "Original Agreement").

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Form of System Energy Resources, Inc. Money Pool Note]
Entergy Corp /De/ • August 13th, 2004 • Electric services

ON DEMAND, for value received, the undersigned System Energy Resources, Inc. (the "Borrower") promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of ___________________ Million Dollars ($___,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amoun

FORM OF AMENDMENT NO. 4 TO LOAN AGREEMENT
Loan Agreement • August 13th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

THIS AMENDMENT NO. 4, made and entered into as of ________ __, 2004, to the Loan Agreement, dated as of March 21, 1994 ("Loan Agreement"), between System Fuels, Inc. (hereinafter referred to as "SFI"), a corporation organized under the laws of Louisiana and having its principal place of business at 350 Pine Street, Beaumont, Texas, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

FORM OF AMENDMENT NO. 6 TO LOAN AGREEMENT
Loan Agreement • August 13th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

THIS AMENDMENT NO. 6, made and entered into as of ________ __, 2004, to the Loan Agreement, dated as of September 18, 1991, as amended ("Loan Agreement"), between Entergy Services, Inc. (hereinafter referred to as "Services"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

FORM OF AMENDMENT NO. 6 TO LOAN AGREEMENT
Loan Agreement • August 13th, 2004 • Entergy Corp /De/ • Electric services • Louisiana

THIS AMENDMENT NO. 6, made and entered into as of ________ __, 2004, to the Loan Agreement, dated as of June 6, 1990, as amended ("Loan Agreement"), between Entergy Operations, Inc. (hereinafter referred to as "Entergy Operations"), a corporation organized under the laws of Delaware and having its principal place of business at Echelon One, Jackson, Mississippi, and Entergy Corporation (hereinafter referred to as "Entergy"), a corporation organized under the laws of Delaware and having its principal place of business at 639 Loyola Avenue, New Orleans, Louisiana.

Form of Money Pool Note to be used by Money Pool Borrowers other than System Energy Resources, Inc.]
Entergy Corp /De/ • August 13th, 2004 • Electric services

ON DEMAND, for value received, the undersigned, _____________ (the "Borrower"), promises to pay to the order of Entergy Services, Inc., as agent (the "Agent") for the participating companies (each, a "Participant", and collectively, the "Participants") in the Entergy System Money Pool ("Money Pool"), at the office of Hibernia National Bank, 313 Carondelet Street, New Orleans, Louisiana (the "Bank"), in lawful money of the United States of America, the principal amount of __________________________ Dollars ($__,000,000) or, if less than such principal amount, the aggregate unpaid principal amount of all loans outstanding, or any portion of such loans as determined by the Agent, made by the Participants to the Borrower through the Money Pool pursuant to the authorization in effect from time to time of the Securities and Exchange Commission under the Public Utility Holding Company Act of 1935, as amended. The Borrower further promises to pay interest on the principal amount of this Note,

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